Dustin 10: Hero of Equestria
by dustinhogan83
Summary: My version of Ben 10: Hero of Equestria by SaurusRock625. Dustin, Ben, Nega Dustin, Kibbles and Julie arrive in Equestria through strange means. Watch as they make friends, enemies and go on crazy adventures. Ben, Dustin and Nega Dustin gain harems but will be Rated T.
1. Welcome to Ponyville

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x human world's Twilight Sparkle**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest**

 **And DNA samples include:**

 **Draco: A purple Dragon (From Spyro),**

 **Centerror: Demon Centaur (Obtained from Tirek)**

 **Halo: A Transcendent Angel**

 **Lionheart: A Manticore,**

 **Firefly: Neo Spacian Flare Scarab**

 **I will be adding more so don't worry. Some are from different sows, games, books, etc. While some aliens are made myself and some made by others.**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

 _Songs_

"YELLING"

 **Alien Database**

* * *

 _ **Chapter 1: Welcome to Ponyville**_

* * *

Dustin, Kibbles, Nega Dustin, Ben, Gwen, Kevin and Julie were having a relaxing day outside. They were hanging out at Mr. Smoothies enjoying the nice sunny day outside. Luckily no criminal activity or alien invasions have happened yet, so they were cutting it easy.

"Man. Fine day to just hang out." Dustin said as he wad enjoying a cherry and lemon smoothie.

"Took the words right out of my mouth brother." Dustin's clone Nega Dustin said as he had a box of chili fries, which he could see why Ben enjoys them.

"Hopefully it stays like this all day." Kibbles said as she nuzzled against Dustin.

"Yeah. You and me both Kibs." Julie said while sharing chili fries with Ben while petting her pet Galvanic Mechamorph Ship.

Suddenly, a rainbow colored portal opened up in front of the group! They hung for dear life but Ben, Dustin, Nega Dustin, Kibbles, Julie and Ship were sucked right into it! Gwen and Kevin let go just as the portal closed. The were shocked and were looking around for any sign of Dustin or the others. However they could find nothing and they were puzzling on Sir whereabouts.

"Where'd they go?" asked Kevin shocked as ever.

"That's what I wanna know." said Gwen as she was just as curious as Kevin. "I sensed no mana in that portal, so I can't track them down."

"We'll have to inform the plumbers and search tomorrow." said Kevin worriedly.

They all started to return home completely unaware of the fact that Dustin, Nega Dustin, Kibbles, Ben, Julie and Ship were currently traveling to an entirely new dimension filled with magic and light. But let's see how theyre doing…

* * *

It was a normal day in Equestria. I mean, as normal as it can get at least. You see, Equestria was once a land inhabited primarily by ponies of all types. But these ponies appear to be anthropomorphic than normal ponies. There are four different variants of ponies, each with a specific purpose. The Earth Ponies are known for their physical strength and speed. Unicorn have horns that grew out of their heads, and are known for their ability to use magic and perform spells. The Pegasi have wings allowing them to fly, as well as their own Pegasus magic that allowed them to walk on clouds and manipulate the weather.

Now the Alicorns... They're something special. Being a combination of the three pony races, they have features from all of these races of ponies. They had horns on their heads along with the ability to use magic like the Unicorns, wings and weather manipulation like the Pegasi, as well as super strength and speed like an Earth Ponies.

And speaking of ponies, we find ourselves in the small town of Ponyville. It's a town well known for things like one of the largest apple orchards in the country, being close to the kingdom of Canterlot, and all the folks being downright friendly to everyone! There also just so happens to be a certain pink Earth Pony that has a tendency to break the fourth wall, and sing random songs out of nowhere, but we'll get to that later.

Right now, there appears to be a party going on in a library that seems to have been carved into a tree of all things. Just about the whole populace had decided to attend, and were having a good time. Well... Almost everyone. There was one in particular who wasn't joining in on the festivities.

It was a girl who appeared to be about fifteen years old. She had light lavender colored skin, long indigo colored hair with a streak of magenta and purple that fell to her mid back, a tail that was of the same coloration, and purple eyes. She also had a single horn growing out of her forehead showing that she was a unicorn. She was currently wearing a simple pair of light yellow pajamas, and was trying to get some shut eye. The operative word being 'trying'.

All of the noise from the party downstairs was keeping her awake, and she could get very irritable when she doesn't get her beauty rest. Her older brother knows that from personal experience.

Suddenly, the door to her room opened to reveal someone standing there with a lampshade on his head. It was a small dragon with purple scales, an arrowhead at the end of his tail, a green underbelly, and green scales that looked like spikes going from the top of his head to the end of his tail. This ironically gave him the name Spike. His eyes were also green.

"Hey Twilight, Pinkie's starting Pin the Tail on the Pony! Wanna play?" asked Spike.

The now named Twilight was not in the best of moods so she unfortunately snapped at the young dragon.

"No! All of the people in this town are CRAZY! Do they have any idea what time it is?!" snapped Twilight.

"It's the eve of the Summer Sun Celebration. Everyone has to stay up, or they'll miss the princess raising the sun." explained Spike. "You really need to loosen up, Twilight."

As Spike left the room, Twilight repeated the last thing he said in a mocking tone before scoffing.

"I thought that I'd have more time to learn about the Elements of Harmony and how to stop Nightmare Moon, but silly me! All this ridiculous friend making has kept me from it!" Twilight said to herself in a bitter manner.

Twilight looked out the window of her room in the Library to see the Mare in the Moon gazing down at Equestria. She was worried about that old legend that she had read before coming to Ponyville upon princess Celestia's request.

"Legend has it that after one thousand years, the stars will aid in Nightmare Moon's escape, and she will plunge the world into eternal night." Twilight recited to herself. "I hope the princess was right. I hope it is just an old pony tale!"

Twilight was about to go and leave for the celebration, but she noticed something streaking across the sky... And HEADING STRAIGHT FOR THE CENTER OF TOWN!

Whatever it was crash landed in the middle of town causing all of Ponyville to tremble from the impact. Worried about whatever could've been caught in that, Twilight hurried to get changed and check it out. But there were five others who were going with her to check out what it was, and they were unaware that this was not a what... But a WHO. A group to be exact.

Twilight had just run out of the library with five other girls that appeared to be her age. They included two Earth Ponies, two Pegasi, and a Unicorn.

The first Earth Pony was dressed like someone from the old west. She had orange skin, three white freckles on each side of her face, green eyes, and long blonde hair that was tied in a low ponytail. Her tail was the same way. She wore a Stetson hat on her head, a pair of cowgirl boots, a blue jean skirt, and a white shirt that was dark green around the shoulder and collar area, and a set of three apples stitched on the side of her skirt.

The second Earth Pony had bright pink skin, and long curly hair that was dark pink with a tail that was the same as her hair, and cyan colored eyes. She wore a white tee shirt with a set of three balloons on the chest, a purple and pink skirt , and blue shoes.

The Unicorn of the bunch had ivory white skin, sapphire blue eyes, and a single horn on her head. Her hair and tail were royal purple and done up in elegant curls. She wore a white blouse, a royal purple skirt with three diamonds on the belt around her waist, and black shoes.

After her was the first of the two Pegasi. She had cyan blue skin, maroon eyes, and her hair and tail were colored like a rainbow. However, the colors of her tail were reversed from those of the hair on her head. A pair of wings with an eight foot wingspan from tip to tip stuck out of her white shirt and open blue vest, and on the chest area of her shirt was a white cloud with a rainbow colored bolt of lightning shooting from it. She also wore a maroon colored skirt with a pair of skintight green shorts underneath, and blue sneakers.

Finally, we have a Pegasus that has the same wingspan as the first, only she seems to have a kind yet shy demeanor. Her skin was colored a rich butter yellow, and her hair and tail were long and bright pink. Her eyes were a moderate blue color, and she was wearing a pink butterfly hair clip. She was wearing a white tank top, a lime green skirt with bright pink on the sides, and pink boots that were shin high.

At the place where the falling thing had landed was now a ten foot deep crater. The group looked inside, and was shocked to see five people. The first was a boy about their age with brown hair that was messed up from the crash, and his clothes consisted of a black tee shirt with a neon green jacket that had a number 10 on it, a pair of blue jeans, and green sneakers. The second was a twenty-two year old man with brown hair, dressed in a green tee shirt with black sleeves and blue jean shorts. The third was a man the same age as the second one but with grayish hair, dressed in white and purple power armor along with a visor and purple tail. The third was a female anthropomorphic dog with brown and white fur, orange hair in a pony-tail and dressed in a blue sorceress outfit. The final was a girl of Asian descent dressed in a pink hoodie with a black shirt underneath and a white skirt. And beside her was a black blob with green lines with a circle functioning g as an eye. Their clothes were surprisingly intact despite the crash and they appeared to just be unconscious.

"Hurry! Help me get them into the library!" said Twilight.

The others nodded and proceeded to help the group out of the crater, and into the library.


	2. Return of Nightmare Moon

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC)**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin)**

 **And DNA samples include:**

 **Draco: A purple Dragon (From Spyro),**

 **Centerror: Demon Centaur (Obtained from Tirek)**

 **Halo: A Transcendent Angel**

 **Lionheart: A Manticore,**

 **Firefly: Neo Spacian Flare Scarab**

 **I will be adding more so don't worry. Some are from different sows, games, books, etc. While some aliens are made myself and some made by others.**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

" **YELLING** "

 **Ultimatrix/Omnitrix Alien Database**

* * *

 **Return of Nightmare Moon!**

* * *

In the living room of the Golden Oaks Library, we find our six heroines crowded around the five unconscious people they found in the crater. Miraculously they hadn't sustained any injuries from a fall of such sheer height. And their clothes were intact despite the impact they had. They all still had heavy blushes on their faces from seeing how masculine the boy with the glasses was.

The sound of the new group groaning snapped them out of their blushing trances. They opened their eyes and shook their heads slightly to clear the cobwebs out of their minds.

"Where are we...?" the boy with the green jacket asked.

"Oh my goodness! Are you guys okay?" asked the butter colored girl.

They looked to the source of the voices, and saw what had to have been the most beautiful girls the boys have ever seen. And all of them were looking concerned for their well being.

"Yeah, I'm fine thanks. By the way, my name's Dustin Hogan." The boy with glasses said.

"The name's Ben. Ben Tennyson." said Ben, introducing himself.

"Greetings. I'm Nega Dustin. Dustin's clone. But I refer to him as my brother." Nega Dustin said with a slight bow.

"I'm Julie. And this little guy is Ship." Julie said as she held Shio in her arms. The butter colored girl awed at Ship.

"And I'm Kibbles." Kibbles said with a wave.

The girls all walked up to the group, and introduced themselves one at a time. The lavender colored one started out.

"Good evening. I'm Twilight Sparkle. It's a pleasure to meet you." said the now identified Twilight.

Dustin was about to reply to her, but he suddenly cringed in pain. The orange skinned blonde girl had grabbed Dustin's hand, and began to shake it up and down really fast. Almost as fast as if Dustin or Ben was Fasttrack.

"Well howdy doo there, ya'll! Ah'm Applejack! Boy howdy, it's always a pleasure meetin' new friends!" said Applejack.

Dustin tried to respond, but he couldn't on account of his arm still shaking even though Applejack had let go. Fortunately, the one with the rainbow colored hair managed to stop his arm. He gave her a look that said 'thanks', and the girl decided to introduce herself next.

"Sorry about that. Applejack gets a bit carried away sometimes." said the cyan skinned girl.

"Ah, it's fine. So what's your name?" asked Ben.

"Rainbow Dash is the name, speed's my game!" introduced Rainbow Dash.

Dustin was suddenly tackled into a hug by a pink blur. He looked to see a girl about Ben's age with hair that reminded him of extra puffy cotton candy.

"Hi, I'm Pinkie Pie! And I'm the resident party planner here in Ponyville, and if we weren't gearing up for the Summer Sun Celebration I would've thrown you a totally awesome party to welcome you to Ponyville!" she said in one breath.

"Ponyville? Where on Earth is that?" asked Nega Dustin.

"I think we must be on another world bro." Dustin said. Then looked at Twilight. "Do you have any books that could show us some history about the place?"

Twilight gave Ben directions to the history section of the library, and they went to do just that. While this was going on, Twilight and the others began to discuss what they thought of the newcomers.

"What do you say, girls?" asked Twilight.

"Well, they obviously ain't from around these parts. How do we know they ain't spies?" Rainbow asked suspiciously.

"Now simmer down there, Rainbow!" said Applejack. "They may not know anything about Equestria, but that don't mean that they're spies!"

"They can't be a spy! Dustin looks like someone who loves having fun!" argued Pinkie Pie.

"Plus he said their from another world. I have so much to ask." Twilight said so giddy.

"That strange gauntlet and watch Dustin and Ben had did catch my eye, though..." muttered Fluttershy.

It may have been too quiet for anyone else to hear, but Rarity was close enough to hear her friend's words.

"What gauntlet and watch, Fluttershy?" asked Rarity. "I certainly didn't see a gauntlet or watch on those."

But before Fluttershy could say anything, They walked back into the room.

"So from what we read, were definitely on another world."

"So you are from another world! Omigoshomigoshomigosh!" Twilight said as she pulled out a notepad and quil. She asked the group a barage of questions but luckily Applejack calmed her down.

"Hey, shouldn't we be going to the Summer Sun Celebration?" asked Rainbow Dash.

Pinkie looked puzzled for a moment, before she let out a loud gasp.

"We gotta get outta here!" yelled Pinkie.

She grabbed Dustin and Ben's hand, and started to drag them to the town hall. The others looked at each other, and followed their pink compatriot. But there was trouble on the horizon. On their way to the town hall, our heroes and heroines noticed a cloud of purple smoke that looked like it had stars in it heading away from Ponyville. But the girls all noticed something very wrong with the moon.

"Call me crazy, but shouldn't the Mare in the Moon be up there? And shouldn't the princess have raised the sun by now?" asked Applejack.

They all saw that Twilight had taken Spike, and ran back to the library. Not knowing what was going on, the others decided to follow her.

"We gotta stop... Nightmare Moon... We gotta..." Spike said before falling asleep.

"You need your sleep, Spike. You're still just a baby dragon after all." said Twilight as she used her magic to put Spike to bed in his basket.

Twilight started searching through the books in the library in an attempt to find the right one. However, it was difficult since she was still unfamiliar with this particular library.

"Come on, come on, come on! Where is that dumb book about the Elements of Harmony?!" Twilight asked herself.

"And just what ARE the Elements of Harmony?"

Twilight turned around to see Dustin and the others standing in the doorway of the library. And Rainbow Dash looked very suspicious of Twilight right now.

"Just how do you know so much about the current situation? Are you an enemy spy or something?" asked Rainbow Dash.

Applejack bonked Rainbow on the head for asking such a thing.

"Simmer down sally! I'm sure there's a logical explanation for all this." said Applejack looking at Twilight expecting answers.

"Nightmare Moon has returned to Equestria, and plans to send our world into eternal darkness! And right now we need the Elements of Harmony to stop her!" explained Twilight. "But I need that book about the Elements of Harmony to find them!"

Kibbles picked up a random book, and read the title aloud.

"Elements of Harmony; A Reference Guide." said Kibbles.

Twilight took the book from Kibbles accidentally knocking her over in the process.

"Where did you find this?!" asked Twilight.

"It was labeled under the shelf with the letter 'E'." explained Kibbles.

"Oh." said Twilight.

She felt like an idiot for not looking under that section in the first place. She opened the book, and began to read with everyone else listening intently.

"According to this book there are seven Elements of Harmony in all, but only six of them are known. Those elements are known as Honesty, Kindness, Laughter, Generosity, Loyalty, and Magic. However, the seventh Element of Harmony is a complete mystery that can only be discovered when a 'spark' has been found." read Twilight.

"Okay, so we know what the Elements of Harmony are, but what I wanna know is where to find them." said Nega Dustin.

"The book says that the last place the Elements of Harmony were located is the Castle of the Royal Pony Sisters. And that place is in what is now known as..."

" **THE EVERFREE FOREST?!** " the other girls asked in shock.

Nobody notices ten DNA samples being unlocked on Ben's Omnitrix and Dustin's Ultimatrix, and the hourglass glowing pinkish purple as the screen fades to black.


	3. The Search pt 1: Honesty and Kindness

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC)**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin)**

 **And DNA samples include:**

 **Putty (Neo Spacian Glow Moss)**

 **Bottlenose (Neo Spacian Aqua Dolphin)**

 **Holey Moley (Neo Spacian Grand Mole)**

 **Air Razor (Neo Spacian Air Hummingbird)**

 **Black Cat (Neo Spacian Dark Panther)**

 **I will be adding more so don't worry. Some are from different sows, games, books, etc. While some aliens are made myself and some made by others.**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Ultimatrix/Omnitrix Alien Database**

* * *

 **The Search Part 1: Honesty and Kindness!**

* * *

"So you girls have never been in here before?" asked Twilight.

Our three eleven heroes had gone into the Everfree Forest in an attempt to find the Elements of Harmony, but five out of those eleven heroes were freaking out slightly. The reason? None of them have ever been in the Everfree Forest for any reason before now. But Ben and Dustin was busy looking through the Omnitrix and Ultimatrix on their arm which had a full body hologram display of his aliens, and saw that they both had the aliens they unlocked before, but they had some that they didn't recognize.

' _At least the we have all the aliens we unlocked before getting here, but I don't know any of these other aliens_.'' Dustin thought to himself.

That was when Applejack decided to speak up in regards to their lack of being in the Everfree Forest.

"No. People don't go in these parts. This place just ain't natural!" said Applejack.

"How is this place unnatural?" asked Julie.

"Nobody knows!~" said Rainbow Dash in a creepy manner. "Because all those who go in..."

"Stop it, Rainbow!" demanded Rarity.

She saw that Rainbow Dash's illustrations were scaring Fluttershy more than usual. Unfortunately, the rainbow haired girl wasn't listening.

"Has never come back out!" finished Rainbow Dash.

That's when all hell broke loose. The ground gave way from underneath everyone, and they started sliding towards the edge of a cliff! Fluttershy and Rainbow Dash used their wings to avoid falling, Nega Dustin used his levitation to avoid the fall ,but the others were heading for the cliff! Applejack, Rarity, Dustin, Kibbles and Ben managed to grab onto a few branches and rocks to keep themselves from falling, but Twilight wasn't so lucky.

"No! No! NOOOO!" cried Twilight.

She fell off the cliff, but managed to grab the edge and was now hanging on for dear life! Applejack and Dustin saw this, and they got different ideas on how to help the dangling mage.

"Hold on, Twi! Ah'm comin'!" called Applejack as she slid down to help Twilight.

She got to her, and grabbed Twilight's hands while bracing herself against a couple of rocks to keep them from falling. But she knew that it wouldn't hold long, and Ben could see that. Dustin turned the dial of the Ultimatrix, and found a humanoid alien that looked like it could help in this situation.

"Come on, please be something useful!" He begged as he pressed down on the dial.

In a flash of green light, Ben started to transform into a new alien. He looked like a human that was wearing armor that resembled a scarab beetle. The majority of the armor was black, while the chest armor was purple. His hands had curved hook-like claws for fingertips, and he had an armored shell on his back that protected a pair of insectoid wings. His helmet rose upwards and thinned out as it got closer to the top, and separated to form twin beetle horns. The new Infinitrix symbol was located in the center of his chest.

"FIREFLY!" yelled Dustin.

* * *

 **Alien Database Entry**

 **Species Name: Neo Spacian(Flare Scarab)**

 **Given Name: Firefly**

 **Native to a strange parallel world called Neo Space, the Neo Spacians are a very interesting race of aliens. Very little is known about them, but from what Galvan Scientists can gather every Neo Spacian has a unique form and set of abilities. Behavioral patterns, powers, and weaknesses are unknown even to the brightest mind in three, possibly five galaxies.**

* * *

The others, minus Ben, Julie, Kibbles and Nega Dustin, saw this transformation, and were shocked to say the least. Dustin had just transformed into a strange humanoid beetle using that odd green gauntlet of his! However, they had no time to dwell on this, as Twilight went back to panicking.

"Applejack! What do I do?!" asked a scared Twilight.

The farm girl looked desperate to think of a plan to help the mage, but she didn't do well under this kind of pressure. Her grip was slipping and she didn't know what to do. That's when she saw something that sounded like a killer's wish.

"Let go."

"Are you CRAZY?! I'll fall!" said a shocked Twilight.

"Twilight, I need you to trust me! You'll be safe!" pleaded Applejack.

"I will NOT!" denied Twilight.

"Twilight, listen to me! I know you're scared right now, but ya need to trust me. Let go, and you'll be safe!" reasoned Applejack.

Twilight still had major doubts about Applejack's sense of reason, but she could detect no lies in the farm girl's words. Against her better judgment, Twilight let go. She screamed as she fell a few feet, but that was abruptly stopped when she felt a pair of masculine arms wrap around her. Twilight opened her eyes to see that it was Firefly who caught her.

"Don't worry, Twilight. I've got you!" said Firefly.

* * *

***Later***

* * *

"And you were falling, and Firefly was all like-WOOSH-he snags you right out of the sky!" said Rainbow Dash as she recounted Dustin's exploit for the hundredth time that day.

"Yes Rainbow, I was there. And right now we need to focus on finding*GASP* A MANTICORE!" cried Twilight.

The others looked to see a beast that should very well be nothing more than an olden day legend. It had the body of a lion, a scorpion's tail, and the wings of a dragon. But above all else, this thing looked downright pissed! But before any of the girls could try to do anything to retaliate against it, Ben and Dustin transformed! Ben transformed into orange furred dog-like alien with no eyes, ears or nose and gill on the sides of his neck. This form was named Wildmutt.

"ROOOAAAAAR!" Ben roared as Wildmutt couldn't speak English.

* * *

 **Alien Database Entry**

 **Species: Vulpimancer**

 **Given Name: Wildmutt**

 **Vulpimancers are an extraterrestrial species of blind mammals from the garbage planet Vulpin. A pitch-black planet at the galaxy's edge, Vulpin has long served as a dumping ground for hazardous materials far too dangerous for other worlds and everything else that the rest of the galaxy wants disposed. The little that was once natural here long ago became corrupted by dangerous outside influences. Part penal colony, part toxic waste dump, Vulpin's original ecosystem has been poisoned beyond compare because of this, and whatever life that does survive here among the subzero temperatures and the poisoned forests must learn to adapt and evolve to the harshest of climates and extreme conditions. Vulpimancers are one of the few creatures to survive on Vulpin, and are no less mutated than the planet itself. They are the only sapient species that has evolved on this planet after it was turned into intergalactic dumpsite by the Vulpinic Tortugans.**

 **Vulpimancers can move at high speeds in almost any terrain using their powerful, apelike arms. Vulpimancers have incredible athletic ability and heightened senses of smell, hearing, and taste, but no sense of sight. This is supplemented with the porcupine-like quills on their back, which serve both as weapons and finely tuned sense receptors that can sense things and "see" in ways most other creatures cannot. From sound to heat, few things escape a Vulpimancer's notice. Super-adept, Vulpimancers can use their quills to detect the slightest movement, heat signatures and some even say fear. Once prey is located, the quills on their backs can be fired off like projectiles, or the Vulpimancer can roll itself into a kind of spiked ball to attack its enemies. Vulpimancers can only launch the quills on their back once they reach adulthood. Having no eyes means that Vulpimancers have some trouble with finer movement, and a select few enemies have ways of getting close to them undetected or can get the drop on them fairly easily.**

 **Vulpimancers have an incredible sense of smell. Unlike most mammals, a Vulpimancer relies on two sets of gills, each on a side of his neck, to smell the world around him and in combination with the quills on his back and his heightened hearing is able "see" the world around him. Because they rely on their sense of smell, hearing and quills to see, they are vulnerable to strong smells and loud noise and are rendered helpless if their gills or ears are clogged. Vulpimancers seem to be canine when young and become more feline like as they grow older. The males gain stripes on their backs, and both male and female vulpimancers grows tails. Vulpimancers have orange, light blue or red fur.**

* * *

While Dustin became another alien he didn't recognize. This time however, the form he chose was more bestial.

His had a body that was mostly canine in nature, as he looked like a cross between a wolf and an African Spotted Hyena. He had huge saber teeth jutting from each side of the top jaw, and two devil horns growing out of his dog-like nose. His fur was pitch black and it was long shaggy. He also had a long tail with bony spikes that looked like curved blades growing out of the tip. He had a spiked collar on his neck and the Ultimatrix symbol on his chest.

"BLACK SHUCK!" yelled Dustin.

* * *

 **Alien Database Entry**

 **Species Name: Baskervillian**

 **Given Name: Black Shuck**

 **The Baskervillians are a fascinating race native to the planet Cù-Sith. They can breathe black fire, they can see in the dark with either night or thermal vision, they have an acute sense of smell and hearing, their bites can crunch metal, and they can run faster than a cheetah. But as fearsome as the Baskervillians are, they are by no means invincible.**

 **They may be fast and agile, but they are easily blinded by light as they are a nocturnal race. A Baskervillian can be disoriented by loud noises or very strong odors.**

* * *

"What kind of alien is this?" Black Shuck asked himself.

He had no time to ponder this however, as the Manticore pounced at him. Black Shuck was a clever beast, however, and dodged to the side to avoid the claws and fangs of the beast. Then Black Shuck breathed a fire ball at the manticore.

"This guy can breathe black fire? Cool!" said Black Shuck.

Then both Black Shuk and Wildmutt had to duck as they nearly got hit by the poisonous stinger of the Manticore's scorpion tail. The two charged at the beast, but were easily batted away by this beast's monstrous strength. Black Shuk eventualylly got back up.

"Ben! You okay?" Wildmutt looked at him and nodded. He thenraised a paw, and slapped the Omnitrix dial. He was engulfed in a bright flash of green light, and was transformed into something even more powerful.

His body retained its humanoid shape, but he grew until he was about fourteen feet tall, and his skin became scaly and more reptilian in nature. It was also a tannish brown color. His muscles became more burly like those of a body builder's, and a tail grew out of the small of his back. The omnitrix was in the center of his chest.

"Humungousaur!" yelled Ben.

* * *

 **Alien Database Entry**

 **Species Name: Vaxasaurian**

 **Given Name: Humungousaur**

 **Vaxasaurians are a dinosaur-like species from the planet Terradino.**

 **Vaxasaurians are a humanoid dinosaur-like species, being biege in color. They have human-like hands with four fingers, each with large gray nails. They have long dinosaur-like tails and stand about 12 feet tall and can grow to about 60 feet tall. When they grow, the Vaxasaurians' dinosaur features become more pronounced, growing Stegosaur-like plates on their back, a crest on their forehead and spikes on their tail. Also, on their shoulders, three plates separate and grow. Female Vaxasaurians look like males, but wear bones and a big loincloth, much like that of a caveman. They also have five spikes on their head.**

 **Like other reptiles, Vaxasaurians reproduce by laying eggs.**

 **Vaxasaurians possess incredible strength and a thick layer of armor-like skin which provides vast resistance to injury and damage. Vaxasaurians are strong enough to lift To'kustars. Vaxasaurians have the power to increase their own body size and mass, which increases their strength and durability further. They can also grow Stegosaur-like plates on their back, a crest on their forehead and spikes on their tail, with or without growing. Vaxasaurians are able to survive in space for a few minutes. Despite being bipedal, they can move on all fours. Vaxasaurians are quite agile for their size.**

 **Despite all of their physical prowess, they aren't very fast. They are also the prey item of planet Terradino's apex predator, the Tyrannopede.**

* * *

"Alright! An old favorite of mine!" said Humungousaur in triumph.

"A battle of the ages. Myth vs. Prehistory!" Black Shuck said as Humongousaur looked at the Manticore, who was growling in challenge, and the two charged at each other! However...

"WAIIIIIT!" yelled Fluttershy.

This caused Humungousaur to skid to s stop. Fluttershy turned to the Manticore, and started to gently approach the beast. It was still growling and clawing at them, but Fluttershy wasn't fettered by this behavior. In fact, it looked like she's dealt with stuff like this before.

"It's okay. Shhh." said Fluttershy in a gentle manner.

The Manticore stopped growling, and everyone could now see that the big guy wasn't attacking for no reason. He was attacking because he was in pain. This was proven when the Manticore revealed that there was a thorn stuck in his paw.

"Oh my goodness! You poor little guy!" said Fluttershy to the Manticore.

The others were rooted to their spots in shock from this behavior.

"Little?!" questioned Rainbow Dash.

"Little my ass!" Black Shuck said.

Fluttershy however, paid the two no mind. Instead, she moved closer to the Manticore's massive paw.

"Now this will only hurt for just a minute." said Fluttershy.

Without a hint of hesitation, she grabbed the thorn, and yanked it right out of the beast's paw! The Manticore roared in pain, and the others began to overreact.

"Fluttershy!" cried the others.

They were about to run in and help her, only to see that the Manticore was gently holding Fluttershy in its paws. He was licking her affectionately, and purring like a giant domestic house cat. Fluttershy was giggling from the tickly feeling she was getting from the Manticore's licking.

"Aww, you're just a big ol' kitty witty, aren't you? Yes you are! Yes you are!" cooed Fluttershy to the massive beast.

No one but Ben and Dustin noticed that the Ultimatrix symbol was glowing yellow and a yellow beam was on the manticore, but it played it no mind. No doubt it scanned the DNA from the Manticore.

"How'd you know about the thorn?" asked Twilight as the Manticore set Fluttershy down.

"I didn't. But sometimes to solve a problem, all you need is a little kindness." explained Fluttershy.

Twilight smiled from what her shy new friend had told her. Ben and Dustin reverted back to normal, and they resumed their journey to find the Elements of Harmony. Nobody noticed the thorn that was in the thorn that was in the paw of the Manticore had dispersed into purple mist, and traveled deeper into the Everfree Forest.

* * *

 **Author's note.**

 **Just to let you guys know, the ponies in this story are not human. They are anthro. But the events of Equestrian girls are going to be in this story.**


	4. The Search pt 2: Laughter and Generosity

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC)**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin)**

 **And I'd also like to thank him for sending in these aliens that Ben is gonna get back!**

 **Heatblast, Ghostfreak, Greymatter, Upgrade, Ripjaws, Wildmutt,Stinkfly, Four Arms, Diamondhead, Clockwork, Big Chill, Jetray, Bloxx, Gravattack, Feedback, Nanomech, Pesky Dust, Ball Weevil, NRG, Terraspin, AmpFibian, Armodrillo, Waterhazard, Eye Guy, Alien X, Hot Stuff, Raven, Hydrosaur (Nessy for Ben), Tentaking, Cheruball, Tyrantical, Purebred and Xenos.**

 **More will be added.**

 **And DNA samples include:**

 **Havoc: Draconequus**

 **Mimic: Changeling**

 **Muse: Siren**

 **Arbiter: Sangheili**

 **Indestructile: SCP-682**

 **Epidoctor: SCP-049**

 **Dollop: SCP-999**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Alien Database**

* * *

 **The Search Part 2: Laughter & Generosity!**

* * *

Our three heroes and eight heroines continued their trek through the dark and deceiving Everfree Forest. While they were, Ben, Dustin and Nega Dustin was on high alert, not wanting anyone to get hurt by any possible ambush predators. All the while, Ben and Dustin thinking about the different aliens that they currently have.

They were broken from his musings when Rarity began to voice a few complaints about the current conditions of the terrain.

"No! This will not do! I simply can not stand to look at this filth any longer!" complained Rarity.

That was when for some weird reason, the lights gave way to complete and utter shadows. All that was visible was everyone's eyes, and the light of the Omnitrix and Ultimatrix.

"Well I didn't mean that literally." said Rarity.

"The Castle could be right in front of us, and we wouldn't even see it through all of this darkness!" said Twilight.

While the girls were busy bumping into each other trying to find their way through the darkness, Nega Dustin was taking the time to analyze the situation. He noticed that this was no ordinary darkness, but could find nothing about it.

"Hold on," said Kibbles. "I think I stepped in somethin'."

That's when Fluttershy let out an ear piercing scream of fear. It caught everyone's attention.

"It's just mud..." Kibbles started to say, until she saw something truly frightening.

It was a tree that much was certain, but it had a scary face on it, and looked almost alive! And it growled menacingly at her! Kibbles yelped backed up in fright, and the others soon joined her. All except Ben, Dustin and Nega Dustin, who put himself between the girls and the trees.

"Stay behind us, girls!" ordered Ben as he and Dustin readied the Ultimatrix and Omnitrix.

The only sounds that could be heard in this neck of the woods was the sound of growling, screaming, and... Laughing?

"Huh?" the ten said in confusion.

It turns out that laughter was coming from Pinkie Pie! She was making funny faces at one of the trees, and laughing about it! The others thought that she was crazy for doing something like that, but Ben thought that she was onto something.

"Pinkie, what're you doing?!" asked Twilight incredulously. "Run!"

"I'm with Twilight, Pinkie! It's not safe!" said Nega Dustin.

But Pinkie merely laughed as music began to play from out of nowhere.

"Oh guys, don't ya see?" asked Pinkie as she began to sing.

Pinkie: When I was a little filly, and the sun was going down~

Twilight: "Tell me she's not..."

Pinkie: The darkness and the shadows they would always make me frown!~

Rarity: "She is."

Pinkie: I'd hide under my pillow from what I thought I saw,~

But Granny Pie said that wasn't the way to deal with fears at all.~

Rainbow Dash: "Then what is?"

Ben: "I'm with her."

Pinkie: She said "Pinkie, ya gotta stand up tall! Learn to face your fears!"

"You'll see that they can't hurt you. Just laugh to make them disappear!~"

"HA! HA! HA!"

Sure enough, the tree turned from a scary menace back into an ordinary tree! Ben and the others couldn't believe what they had just seen, and gasped at the sight. Pinkie took the initiative to finish up the song.

Pinkie: So... Giggle at the ghosties!

(Fluttershy giggles at a tree)

Guffaw at the grosslies!

(Rainbow Dash and Dustin burst out laughing)

Crack up at the creepy!

(Rarity and Kibbles laugh)

Whoop it up with the weepy!

(Applejack: Woo Hoo!)

Chortle at the gooky!

(Twilight and Nega Dustin giggle)

Snortle at the spooky!

(Ben and Julie crack up laughing)

And tell that big dumb scary ghost to take a hike, and leave you alone! And if he thinks he can scare you then he's got another thing coming, and the VERY idea of such a thing just makes you wanna ha ha ha ha... Ha ha... Ha...

LAUGH!~~~~~~~

With the song over, the eight girls and three boys busted out laughing. It seems as though it's true when they say 'laughter is the best medicine'. But no one noticed the purple cloud of smoke from before whisk away deeper into the forest.

When they finally got their acts together, they started walking to their destination again. Even though all of them had calmed down, they were still laughing a little every now and again. But that stopped when they came upon a new obstacle. It was a river that was filled with violent water that looked like something out of an old sailor's tale.

"How're we gonna get across that?!" asked Pinkie.

"I don't know, but I want everyone to be careful!" said Dustin. "If either one of us falld into such rough water, we're done for!"

That was when the sound of crying reached their ears. Everyone looked to see a giant sea serpent crying over something. And as luck would have it, his thrashing is what was causing the river's water to rage so much. This sea serpent had dark purple scales, an orange mane, and for some reason, he only had half of a mustache.

"Oh ho, what a world! WHAT A WORLD!" bawled the sea serpent in a pathetic manner.

"Pardon me sir, but why are you crying?" Twilight asked the serpent.

When the serpent saw our heroes and heroines, he calmed down enough to stop thrashing for a moment.

"Well I don't know. One minute I'm just sitting here minding my own business, when suddenly this tacky little cloud of purple smoke whisks by, and tears half of my beautiful mustache... Clean off! See?" he explains while showing the stump where his mustache used to be. "AND NOW I LOOK ABSOLUTELY HIDEOUS!"

In his anguish, the sea serpent ended up splashing water all over our harmonic entourage. They didn't look too happy about that.

"Oh, come on!" said Rainbow Dash.

"THAT'S what all this fuss is about?!" asked an irritated Applejack.

"Well, of course it is! How can you all be so insensitive?! Why just look at him! Such lovely luminescent scales..." said Rarity, listing off the serpent's good fashion sense.

"I know..." said the serpent.

"Your expertly coiffed mane..." continued Rarity.

"Oh I know, I know..." said the serpent, feeling better about himself.

"Your fabulous manicure!" finished Rarity.

"*GASP* It's all true!" said the serpent admiring the reflection in his claws.

"All ruined without your fabulous mustache." said Rarity.

This caused the serpent to resume his wallowing in self pity.

"It's true! I'm HIDEOUS!" wailed the serpent.

Rarity's eyes narrowed in sheer determination that one can only find in a fashionista like herself.

"I cannot allow such a crime against fabulousity to go uncorrected!" declared Rarity.

Without so much as a word of warning, she reached up, grabbed one of the sea serpent's scales, and ripped it off in a single yank! This action caused him to yelp in pain.

"OWWW! What was that for?!" whined the serpent.

Rarity then raised the scale into the air, and the scale glistened in the moonlight showing that it had a razor sharp edge. Dustin was getting a really bad feeling about the actions Rarity was taking. And it would appear that the others were getting the same feeling that Ben, Dustin, Nega Dustin, Julie and Kibbles were.

"Rarity, what are you...?" asked Twilight.

Quicker than anyone could blink, Rarity brought the scale down with a great big slice! The others gasped, and the Sea Serpent fainted from the shock. It was revealed that Rarity used the scale to cut off her own tail! Only a small stump was left of her beautiful tail.

"Don't worry, darlings. It's for a noble cause." said Rarity in a slightly pained voice.

Using her Unicorn magic, Rarity levitated her severed tail to the stump where the serpent's tail once was. She then used her magic to attach her tail to the stump, and fixed the mustache. The serpent saw this, and was elated to see that his fabulous mustache was fixed.

"My mustache! Oh, it's fixed! Oh ho ho!" cheered the serpent.

"You look smashing!" complimented Rarity.

"I'm so sorry, Rarity." said Dustin.

"It's a shame you had to give up your beautiful tail!" Kibbles said with a sad look.

"Oh, don't worry darlings! He needed it more than I did." said Rarity. "Besides... It will grow back..."

Ben, Dustin, Nega Dustin, Julie, Kibbles and Twilight smiled at Rarity's show of generosity, but Rainbow Dash was still kind of irritated.

"So would the mustache." muttered Rainbow Dash.

That's when Twilight and the others noticed something important. The river's water was no longer rough! They could now safely cross to the other side!

"Look! We can cross now! Whoa!" said Twilight as she was raised onto the serpent's back.

"Allow me!" he said.

He turned his back into a bridge, and our entourage hopped across to find the Elements of Harmony.


	5. The Search pt 3: The Spark

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC)**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin)**

 **And here are some of the aliens that Ben and Dustin are gonna get back!**

 **Heatblast, Ghostfreak, Greymatter, Upgrade, Ripjaws, Wildmutt,Stinkfly, Four Arms, Diamondhead, Clockwork, Big Chill, Jetray, Bloxx, Gravattack, Feedback, Nanomech, Pesky Dust, Ball Weevil, NRG, Terraspin, AmpFibian, Armodrillo, Waterhazard, Eye Guy, Alien X, Hot Stuff, Raven, Hydrosaur (Nessy for Ben), Tentaking, Cheruball, Tyrantical, Purebred and Xenos.**

 **More will be added.**

 **And DNA samples include:**

 **Havoc: Draconequus**

 **Mimic: Changeling**

 **Muse: Siren**

 **Arbiter: Sangheili**

 **Indestructile: SCP-682**

 **Epidoctor: SCP-049**

 **Dollop: SCP-999**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Alien Database**

* * *

The Search Part 3. The Spark!

* * *

***On Galvan Prime***

* * *

In a technologically advanced laboratory, Azmuth with Gwen, Kevin, Max, Karen, Taiyou, Ovi, Erena and Emille.

"So you're saying that Ben, Dustin, Nega Dustin, Kibbles and Julie were sucked into a portal that appeared out of nowhere?" Azmuth said rubbing his temples.

"As farfetched as it sounds, yes." Gwen said with worry in her voice.

"Hopefully they are all alright. Who knows where they are."

"My baby is at God know where and he could be hurt." Karen said with worry clear in her tone as well.

Suddenly a blue flash appeared and there was Sparky and Professor Paradox.

"Hello everyone." Paradox greeted with a smile.

"Professor Paradox. Sparky. What are you two doing here." Max said with curiosity.

"We know where Dustin and the others are at."

"And I must say it's a old thing they've been sent there."

"How is havingbthe wielders of the Omnitrix and Ultimatrix sent to a parallel world we don't even know a good thing?" Azmuth said with an annoyed look.

"Trust me Azmuth. Those guys are in for one hell of an adventure."

* * *

***With Dustin and the Others***

* * *

As our eleven heroes continued on their way to find the Elements, Ben, Dustin, Julie, Nega Dustin and Kibbles were explaining how he came to Equestria in the first place.

"...So, that's our story girls." said Dustin.

All of the girls had different reactions to their story. Rarity was starstruck to be in front of superheroes, Applejack was shocked but believed evrery word, Rainbow Dash smiled as she knew she was gonna like Kevin, Twilight was giddy to learn about Dustin and Ben's alien forms, Fluttershy was glad to have a fellow animal lover while she was petting Ship and Pinkie Pie was wide eyed while smiling. The five were really enjoying the view to say the least.

"You guys sure got some god friends. And to believe your sisters and mom are magical girls and your dad is a tentacle monster." said Applejack with a smile at Dustin.

"I can tell I'm already gonna like this Kevin guy. Could go for a race." Rainbow said with a grin.

"Life on another world. I've never thought something like that was possible. Oh I have gotta catalogue every single alien you two have." asked Twilight as happy as a kid in a candy store.

"Fighting's not really my thing. I'm more into fashion," said Rarity. "BUT IF THAT RUFFIAN NAMED FENIKA EVER COMES TO EQUESTRIA, I'LL RIP HIM TO PIECES IF HE HURTS SO MUCH AS ONE HAIR ON DUSTIN'S HANDSOME HEAD!"

Dustin and Kibbles were surprised that Rarity had made such a proclamation, but for some reason Dustin felt a warm feeling in his heart from hearing it.

"I'm with you there sister!" Kibbles said.

"Agreed. Even if he does, I'll be sure to tear him a nesone" Nega Dustin said.

"I'm happy to know a fellow animal love like me. I got to introduce you to my animal friends later." Fluttershy said to Dustin.

"I'll be looking forward to it."

Once everyone had calmed down enough, they continued on towards the castle. After about a half hour of walking, they finally found it!

"There it is! The Castle of the Royal Pony Sisters!" exclaimed Twilight as she started to run across an old rope bridge. "Hurry! We can cross this bridge to get to-WAAAUUUGH!"

Just as Twilight started to cross the bridge, the rope on the other side snapped causing the whole thing to fall while Twilight was still on it! Fortunately, Rainbow Dash reacted fast enough to catch Twilight by flying before the mage could fall too far into the chasm.

"What is it with you and falling off cliffs today?" asked Rainbow Dash.

"I don't know…" whined Twilight pathetically.

Our heroes and heroines saw that their only way across was now gone. Dustin's brain was kicking it into overdrive to try and get them across. He could probably use BlitzWing, but Ben would only be able to take one at a time. And time is currently the one thing that can't be spared at the moment,

"Great! NOW how are we supposed to get across?!" asked Pinkie.

Rainbow Dash took to the air, and cleared her throat to get everyone's attention. She did a loop-de-loop, and took off to the other side of the chasm.

"Oh yeah!" said Pinkie.

Using her natural power of flight, Rainbow Dash managed to get to the other side in no time at all. But before that, she flew down into the gorge, and pulled up the bridge. She tied it back to the post on the other side that was supposed to hold it up, and landed for a minute.

That's when things began to take a strange turn. A thick mist creeped in from nowhere obscuring Rainbow's vision. She looked around to try and find the source of the fog, but her efforts were in vain. Suddenly, voices began to ring through the air.

"Rainbow…" whispered a voice.

"Who said that?" asked Rainbow.

"Rainbow…" whispered another voice.

"Who's there?! Show yourself!" demanded Rainbow Dash.

"We are the fastest… The most agile… The greatest team of flyers in all of Equestria! THE SHADOWBOLTS!"

The fog finally parted to reveal three anthropomorphic Pegasus ponies that looked eerily similar to the Wonderbolts, only with some major differences. All three of them had light grey coats, blue manes and tails, and were wearing dark purple flight suits complete with dark blue goggles. But there was this eerie feeling coming off of them that Rainbow didn't like very much.

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The leader of the group said.

"Who?" Asked Rainbow Dash

"Why, you, of course." The leader said.

"Really?! I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? 'cause I've been trying to get into that group for like, ever." Rainbow said.

"No, Rainbow Dash. We want you to join us, The Shadowbolts. We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria, but first, we need a captain. The most magnificent-" The leader said

"Yep." Rainbow said

"Swiftest-" The leader continued.

"Yes." Rainbow said having her ego boosted.

"Bravest flyer in all the land." The leader said with a smile.

'Yes, it's all true." Rainbow said

"We need... you." The leader said with that smile still plastered on his face

"WOOHOO! Sign me up. Just let me tie this bridge real quick and then we have a deal." Rainbow said.

"No! It's them or us." The leader said with the smile gone.

"Rainbow, what's taking so long? Oh no. Rainbow! Don't listen to them." Twilight said.

"Well?" The leader said.

"You... Thank you! For the offer, I mean, but I'm afraid I have to say no." Rainbow said as everyone cheered and tied the bridge. The Shadowbolts were gone after that.

"See? I'd never leave my friends hangin'." Rainbow Dash said with a smile.

With everyone now across the gorge, our eleven heroes found themselves in the main room of the castle. And what they saw astounded them. It was a huge podium in the center of the room. And resting on it were six stones that appeared to be none other than the Elements of Harmony!

"It's the Elements of Harmony! We've found them!" cheered Twilight.

Rainbow Dash and Fluttershy began to use their flight abilities to get the stones off of the podium, and set them gently on the floor. Pinkie meanwhile, was doing a headcount of the elements.

"Four, five… There's only six!" said an alarmed Pinkie Pie.

"Where's the seventh?!" asked Applejack.

"The book said that the seventh element will only reveal itself when a spark activates the other six. Maybe…" said Twilight as her horn lit up with a pinkish purple aura.

Dustin had a feeling that something really bad was about to happen. And his suspicions were confirmed when a dark blue tornado of pure magic formed around Twilight and the Elements of Harmony! The others went into a state of panic, but Dustinn ran at the twister, and pushed Twilight out of it!

"DUSTIN!" cried the pthers.

In a bright flash of light, Dustin was no longer in the room. And neither were the Elements of Harmony! The question now is 'where'd they go'?

* * *

Dustin's POV

* * *

After a bright flash of light, I suddenly found myself in what appeared to be a throne room. There were two chairs sitting side by side, almost as if the place was made for more than one person.

"What the? I don't think I'm in Kansas anymore!" I said.

That was when something really got my attention. It was the fact that there was someone already sitting in one of those thrones.

It was a woman who was a good foot and a half taller than me. She had skin as black as the midnight sky, and long hair that flowed as if wind was blowing that looked to be made of the night sky. Her tail was the same way. Her eyes were dark blue with cat-like slits for pupils, and she was wearing armor that looked like it belonged on a knight. But unlike Twilight and the others, this woman had both wings AND a horn!

"Well, well, well. It's been far too long since a full blood human found their way to Equestria." said the mystery woman.

"Who are you? And how the hell do you know that I'm a human?" I asked as he activated the Ultimatrix.

The woman stood from one of the thrones, and began to slowly walk down the steps. The way she walked made it evident that she was of royal lineage, and she had the posture to back it up.

"My name is Nightmare Moon," said the armored Alicorn. "And I have always known much about humans. The signs were not that hard to miss. I will admit, you have noble qualities for a human commoner, but I am afraid that I must destroy you along with the Elements of Harmony!"

Not wanting to be killed, I slapped the Ultimatrix dial and was engulfed in a flash of pinkish purple light. This time, Ben's body still retained its humanoid look, but his skin turned totally black with a green abdominal area and golden battery bolts grew out of his shoulders, arms, and hips. He also has a single white eye on his face, he became more muscular, and he grew two long antennae and a long tail that all had small plugs at the tips. His feet had only two front toes, and he had four fingers with similar plugs to those of his antennae on his hands. The Infinitrix mark was in the center of his chest.

"Feedback?! AWW HELL YEAH!" I said to myself.

* * *

 **Alien Database Entry**

 **Species Name: Conductoid**

 **Given Name: Feedback**

 **Conductoids are a species from the Teslavorr nebula.**

 **Conductoids have black skin. They have one eye in the middle of their head. They have two antennae and a tail that looks like plugs on the end, which allows them to draw energy to themselves, like how a plug plugs in electricity through the tips. They have four fingers on each hand, with similar plugs on the tip of each finger that help them absorb energy.**

 **Conductoids are not social beings. Males of the species are negatively charged, while females are positively charged. If too many male occupy the same area for an extended period of time, the resulting arc could destroy them all. The same holds true for females. Because the consequences of social groups are so potentially devastating, Conductoids tend to be solitary creatures.**

 **Conductoids easily travel through Teslavorr, using minute voltage differences between to propel themselves.**

 **Conductoids feed on eddies and currents of higher-energy particles near protostars.**

 **Conductoids have the ability to absorb and redirect energy from their antennae, tail, and fingers, even from a distance. Conductoids can use electrokinesis to jump over long distances, and fire energy toward the ground in order to fly or move with great speeds on a current carrying path.**

 **Some believe that Conductoids may be crucial to stellar formation, although that theory has yet to be proven.**

 **However, Feedback is not by any means invincible. If he does not absorb electricity in a battle from time to time, Feedback's own electrical energy will be quickly depleted**.

* * *

Nightmare Moon was astounded by the fact that a human was capable of such a transformation. It shouldn't be impossible for an ordinary human to do so! But she did not dwell on this fact for long, as her horn lit up with a dark blue aura and she shot an electrical magic blast from her hands. This proved to be a big mistake however, as Feedback stuck his hands out in front of him and used the plugs on his hands to absorb the electrical magic!

Nightmare Moon had only a few seconds to be shocked by this development, as Feedback shot an even more powerful blast of electricity at the armored Alicorn. Her armor acted as a conductor to the electrical currents since it was made of metal, and made the pain worse for her. Nightmare Moon screamed in pain from the powerful electricity flowing through her system

* * *

***During That Time***

* * *

"Where's Dustin?!" asked Pinkie Pie.

Everyone were absolutely hysterical about the fact that both Dustinn, and the Elements of Harmony had just disappeared without a trace. All of them hoped that nothing bad had happened to him. However, Twilight seemed to know a little bit of what had just happened.

"I felt strong magical power coming from that tornado that tried to engulf me. I think Nightmare Moon teleported Dustinn to wherever she is along with the Elements of Harmony!" theorized Twilight.

That seemed to make sense to the others. All of, except for Julie and Nega Dustin, them knew enough about teleportation spells to know that they come in a wide variety of forms. But that still left just one question.

"But if Ben and the elements were teleported, then where are they?!" asked Fluttershy.

"If this Nightmare Moon hurts mybman, I'm king to tear her a new one." Kibbles said in anger.

Suddenly, there was a glowing pulse of power coming from one of the other towers. Twilight and the others saw it, and started to run in the general direction of the light.

"Over there! Hurry!" urged Applejack.

* * *

Dustin's POV

* * *

With Nightmare Moon out cold, I rushed over to the Elements of Harmony. I stood in the middle of the stone elements, and began thinking of possible ways to awaken them. Then it hit me like a freight train!

"Twilight said that a 'spark' was needed to awaken the Elements of Harmony. Maybe... Just maybe..." I murmured.

I began to focus miniscule amounts of electrical energy into the tips of his fingers, and moved to stand in the middle of the elements. Once I gathered enough, I sent it out to the elements in small discharges thinking that this would be the 'spark' that Twilight was talking about. Sure enough, something did happen. The Elements of Harmony began to glow and rise into the air just as I stopped sending out the electricity he was using. The light woke Nightmare Moon who gasped in horror at what she was seeing.

"NO!" cried Nightmare.

But just as quickly as things began to go right, things went horribly wrong. The Elements of Harmony stopped glowing, and dropped to the floor. I just stood there shocked as I changed back to normal.

"Wait, shouldn't something have happened by now?" I asked in panic. "Where are the elements?!"

I was broken from my musings as Nightmare Moon punched him in the face sending me across the room. She laughed cruelly as she used her magic to destroy the element stones, and gloated at our seemingly defeated hero.

"FOOL! Your precious Elements of Harmony didn't work! Now you'll never see your precious sun again, and the night shall last FOREVER!" declared Nightmare Moon.

I was in pain, but I managed to push myself up onto one knee. I glared defiantly at the armored anthropomorphic alicorn in front of me, but then suddenly I begin to hear the voices of the others. They ran in, and Kibbles, Fluttershy and Rarity helped me to my feet.

"Is it over?! Did we win?!" asked Rainbow Dash.

"IT'S ALL OVER!" yelled Nightmare Moon. "Now eternal night shall reign supreme! And Equestria shall forever be under my control!"

Twilight and the others looked like all hope had left them. With the elements destroyed, they had no chance of defeating Nightmare Moon. But suddenly, I felt something in my heart. That's when the broken shards of the Elements of Harmony began to glow, and started circling around the girls. Nightmare Moon was horrified by this new development.

"What?! This can't be! I DESTROYED THE ELEMENTS OF HARMONY!" cried a defiant Nightmare Moon.

Md and Twilight gained smug looks as we stood with the others. The element shards began to glow even brighter as they began to fully awaken.

"You're wrong, Nightmare Moon! You didn't destroy them!" said Twilight.

"Twilight's right! Because the spirits of the Elements of Harmony… Are right here!" I declared.

"Applejack, who reassured me when I was in doubt represents the Element of… HONESTY!" explained Twilight as she began to list off the different elemental bearers. "Fluttershy, who tamed a Manticore with her gentle ways represents the Element of… KINDNESS! Pinkie Pie, who giggled in the face of danger represents the Element of… LAUGHTER! Rarity, who calmed a sorrowful soul with a meaningful gift represents the Element of… GENEROSITY! Rainbow Dash, who would not abandon her friends for her own hearts desire represents the Element of… LOYALTY!"

As Twilight listed off the first five elements, the shards fused to form golden necklaces around the girls necks. That was when I decided to take over.

"And when those elements come together, they form one of the most powerful elements of them all! The Element of… MAGIC!" I said as the last of the shards formed a golden tiara on Twilight's head.

"But you still don't have the seventh element! The spark didn't work!" Nightmare Moon said in denial.

I only smirked as a neon green light began to shine on my chest area. The hourglass of the Ultimatrix and Ben's Omnitrix began to glow the same color as more DNA samples began to be unlocked and regained. I chose this time to burst the evil woman's bubble.

"Oh, but it DID work! It was a different kind of spark! I felt it when I realized how much you six mean to me. How relieved I was to see you unharmed. To hear your voices! When I finally realized that you girls… Are my friends! Along with Ben, Julie, my brother Nega Dustin and my beloved Kibbles!" I declared as a glowing gauntlet manifested on my right arm.

"When all six Elements of Harmony are united, they awaken the seventh element that Dustin represents! He put himself in harm's way to protect all of us because Dustin is… The Element...of COURAGE!" declared Twilight.

The Elements of Harmony began to power up as stripes of red, orange, purplish pink, bright pink, royal purple, cyan, and neon green fused into a rainbow that shot up into the air, and engulfed Nightmare Moon in a hurricane of rainbow energy.

"NOOOOOOOOO!" cried Nightmare Moon as she felt her power slipping away.

With a bright explosion of light, I and the girls were back on the ground, and Nightmare Moon was nowhere to be seen. It took a few seconds for everyone to get back to their feet.

"Everyone okay?" asked Applejack.

"You done well babe." Kibble said as she hugs and kisses me. I returned it of course.

"You've done great bro."

"You really kicked some serious butt. All of you did." Ben said to the girls.

Rarity let out a shriek of joy as she saw that her tail was now back to its full length. And she could've sworn that it looked even more beautiful than ever.

"Oh Rarity, it's beautiful!" said Fluttershy.

"I know! I'll never part with it again!" declared Rarity.

"No, I mean your necklace. It looks just like your Cutie Mark!" clarified Fluttershy.

Rarity looked, and sure enough she saw that Fluttershy was right! In the center of her golden necklace was a royal purple gemstone in the shape of one of the diamonds on her mark. The girls all noticed that they were in the same boat. I saw that on the gauntlet on my right arm, there was a neon green gem that looked just like the hourglass mark of his Ultimatrix and Omnitrix.

"Well SHOOT, guys! Ah thought you were just spoutin' a load a' hooey! But I guess you were right!" said Applejack. "We really do represent the elements of friendship!"

"Indeed you do!" said a melodic voice.

Everyone looked out the window to see the sun rising up over the horizon, and a ball of white light flew into the room. The light transformed to reveal another anthropomorphic Alicorn mare, only she looked different from Nightmare Moon. Instead of her skin being a deep black color, it was an ivory white. Her horn and wings were also the same color, and she had a very impressive wingspan. She was wearing a golden crown on her head, and a flowing gold dress that stopped halfway down her shins. She also wore gold highheeled shoes. Her hair and tail seemed to flow as if the wind was blowing even though it wasn't, and was colored pink, fuchsia, cyan, and seafoam green. Finally, her eyes were a beautiful magenta color. The other girls bowed as low as possible, but Twilight gasped and ran up to the woman.

"Princess Celestia!" cried a happy Twilight.

"Twilight Sparkle, my most faithful student!" said Celestia as she hugged her student. "I knew you could do it!"

"But you told me it was just an old pony tale." Twilight said, severely confused by this.

"I told you that you had to make some friends. Nothing more." said Celestia. "I saw the signs of Nightmare Moon's return, and knew that you had the magic needed to defeat her. But you could not unleash it, unless you let true friendship into your heart!"

"And I must say that was some light show." Said mother voice Ben, Julie, Kibbles, Dustin and Nega Dustin could recognize.

Everyone looked to see Professor Paradox, Sparky, Gwen, Kevin, Max, Azmuth, Ovi, Erena, Emille, mom and dad.

"Mom! Dad!" Dustin and Nega Dustin said as they hugged their parents and siblings.

"Oh I'm so glad you two are safe." Karen said as Gwen and Kevin embraced Ben in a group hug.

"Good to see you again doofus." Gwen said with a smile.

"I am pleased to see you all in one piece." Azimuth said with a smile.

Celestial then notices Azmuth, Paradox and Sparky.

"Nice to see you again my friends."

"Like wise Celestia."

"I say you've rally aged well Celestia. The last time I saw you and Luna you were just little tots." Smith said surprising everyone.

But before more could be said, a very strange sound coming from the area where Nightmare Moon was defeated could be heard. They saw another anthropomorphic Alicorn woman kneeling there. This one had hair and a tail that were a pale cyan color, and skin that was a very pale fuchsia. Her eyes were dark blue, and she was wearing a simple blue dress that fell to her knees, and a pair of blue high heels.

She seemed to be kneeling over something. Something very small. We walked over to Luna, and gasped at what we saw!

It was a baby cradled gently in her arms! She was crying for some reason, and the others could see that it was obviously a girl, but there was something eerily familiar about this baby. For one thing, she had black skin, starry looking hair and a tail that was the same, and tiny wings and a horn. But the strange thing was that she already had her cutie mark. However, the others instantly knew who this baby was, and looked horrified.

"Nightmare Moon…?!" asked Celestia in disbelief.

"Wait what? How is that possible?" I said looking at the little infant in shock.

The baby stopped crying, and looked up at me. Her expression instantly changed from sad to fascinated. She giggled at me, and for some reason, I felt compelled to raise her. She was even wanting me to hold her, so I did so. Celestia's horn lit up with a golden aura, and she touched it to Nightmare's little horn. When the spell was done, Celestia looked slightly relieved.

"It appears that she has no memory of her past life." said Celestia.

"So then what do we do with her?" asked Rarity.

I ooked at the baby that was now sleeping in his arms, and I made my decision right then and there.

"This might sound crazy, but I decided that I'll adopt her! I'll raise her with all of the love and care that she needs." I said.

"Wait what?" Kevin said shocked.

"You do know that this is a huge commitment right?" Ovi said as he flew close to me.

"I know it sounds crazy. But for some reason, I feel compelled to raise her." I said as Karen and Taiyou stared with smiles.

"Kiddo, you realise that's of gonna be an easy task, right" Dad said as I looked at him with a determined smile.

"I'm fully aware of that. But I know I'm not in this alone." Kibbles said as she hugged me and kissed the baby's head.

"She really is cute, isn't she?" Kibbles said as she held the baby in her arms.

While surprised by this proclamation, Celestia smiled at the dedication she could see from this new Alicorn.

"Our first grandbaby at last. I'm o proud of you honey." Mom hugs me and coos at the baby.

Before anything else could be said, she was grabbed in a fierce hug by the other Alicorn woman who is known as Luna. They were both crying in both sadness and joy.

"I'm so sorry! I missed you so much, big sister!" cried Luna.

"I've missed you too!" sniffled Celestia.

The moment was ruined, however, when Pinkie Pie suddenly got an idea.

"Hey! You know what this calls for?" she asked.

Everyone suddenly found themselves in Ponyville, and the whole town was decorated in record time. Turns out Pinkie's idea was nothing more than…

"A PARTY!"

All of the citizens were gathered and having a good time. Now that they didn't have to worry about the threat of Nightmare Moon, they could just have fun and enjoy themselves. Well… all except for Twilight.

"What's the matter, Twilight? Aren't you happy that your quest is over, and you can return to your studies in Canterlot?" asked Celestia.

"That's just it. Just when I've finally learned how wonderful it is to have friends I have to leave them." explained Twilight.

"And what about us? I can't are the thought of leaving this little angel by herself." I said as the thought struck me like lightning.

The others seemed to finally realize this, and grew sad about this. And me, Ben, Julie, Nega Dustin and Kibbles looked a bit unsure. Are they going to return back to their world. If we would stay here, where would they and the baby stay? They didn't have a job, or a home of their own. What could he do? Celestia smiled as she got an idea.

"Spike, take a note please." ordered Celestia.

Spike pulled out a quill and a piece of paper, and got ready to take the note. Celestia started speaking, and Spike wrote down what she said.

"I, princess Celestia of Equestria, hereby decree that the Unicorn known as Twilight Sparkle is to take on a new mission. She is to study the magic of friendship, and report to me every week from her new home… In Ponyville. And the six new resident going by the name of Ben Tennyson, Dustin Hogan, Julie Yamamoto, Nega Dustin and Kibbles are to be given a home, and will become Ponyville's protectors!"

The other girls cheered, and grabbed me, Kibbles, Nega Dustin, Julie, Ben, and Twilight in a group hug. They happily returned it, while I stayed careful with the baby.

"Oh, thank you princess Celestia! I'll study harder than I ever have before!" declared Twilight.

And not to worry guys, I've managed to make clones of you five so that way Bellwood still has their heroes."

"Thanks dude." I said as Max, Azmuth, Paradox, Emille, Erena, Ovi, Gwen, Kevin, mom and dad gave me, Ben, Julie, Kibbles and Nega Dustin a group hug.

"Don't worry honey. We'll be sure to visit you guys." Mom aid in tears.

"I still can't believe I'm going to be a niece." Emille and Erena said with a squeal of delight.

"Any idea what her new name is going to be?" Max asked

I gave it some thought and finally I got an idea.

"How about Moonlight Serenade?"

"That's beautiful name son." Taiyou said admiring his new granddaughter.

"Now that all that's settled, let's party like there's no tomorrow?" Sparky said as he transformed into Bendy from Bendy and the Ink Machine. We all smiled and went back in to have a good time.


	6. Cause I got a golden ticket

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC) x Fleetfoot x Moon Dancer x Queen Chrysalis x Tree Hugger x Flitter x Cloud Chaser x Gleaming Shield x Princess Skystar x Songbird Serenade x**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush x Spitfire x Coco Pommel x Lady Tirek x Princess Skystar x , Power Ponies (original version) x Sunshine Smiles x Moonlight Raven**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin) x Rainbow Dash (EQG) x Fluttershy (EQG) x Applejack (EQG) x Pinkie Pie (EQG) x Rarity (EQG) x Sci-Twi (Human Twilight) x Queen Umbra**

 **Here are some more aliens that Dustin and Ben are gonna get back!**

 **Blitzwolfer (Benwolf for Ben), Snare-oh (Benmummy for Ben), Frankenstrike (BenVicktor for Ben), Jury Rigg, Arcticguana, Buzzshock, Spitter, Snakepit, Sandbox, Whampire, Echo Echo, Spodermonkey, Sugar Spider, Goop, Deca Prime, Molestache, The Worst and Freezer Burn**

 **More will be added.**

 **And DNA samples include:**

 **Hunter (Yautja/Predator)**

 **Metamorphosis (OC alien, based on HYDRAKERA by Darksilvania)**

 **Berserker (Jiralhanae/Brute)**

 **Sharp Eye (Kig-Yar/Jackal)**

 **Short Stack (Unggoy/Grunt)**

 **Bugger (Yanme'e/Drone)**

 **Wide Load (Lekgolo/Hunter)**

 **Tech Wiz (Huragok/Engineer)**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Alien Database**

* * *

Cause I got a golden ticket

* * *

Dustin wakes up when the sun shines in his face, and he looked to see little Moonlight Serenade sleeping in her crib next to me. He, Ben, Julie, Kibbles and Nega Dustin recently moved into Twilights place and we were sleeping in the guest bedroom. Luckily Sparky managed to manifest some stuff for Moonlight Serenade such as a crib with a mobile, baby food, diapers, toys, a teething ring for when she starts teething, etc.

She wakes up with that cute little yawn and giggles when she sees me. Dustin holds her and walk to the kitchen, holding little Moonlight as he walks.

Dustin enters the kitchen with Moonlight Serenade still in his arms, seeing everyone except Spike sitting down. Twilight looks at Moonlight Serenade with a sweet smile.

"Aww! You have such a way with children." Twilight said as Dustin blushed.

"He loves kids. Especially babies. That's what makes him special." Kibbles said as she takes Moonlight and brings her to her highchair.

"Trust me. When I see a little kid in danger, I simply feel the urge to keep them safe, regardless if they're mine or not." Dustin said rubbing the back of his head.

"Hope everyone likes pancakes, I made buttered strawberry pancakes!" Spike explains over the counter-top, warming the pan with his fire

"While you doing that Spike, how about I help make the bacon for us omnivores?" Ben asked.

"Wait, you guys eat meat!?" Twilight asks, aghast.

"Well technically we're omnivores, meaning we're able to eat both plants and animals. We mostly eat non-sapient animals to get protein. But we could probably improvise, if it makes you uncomfortable," Kibbles explains as she feeds Moonlight Serenade

"It-It-It's alright, just ask Fluttershy give you some fish and beef, she gathers it for the carnivorous animals she takes care of." Twilight said still uneasy a bit but calming down.

"It's alright, this meat is from Fluttershy's anyway. Let's get eating though, we all need to be at Applejack's soon!" Spike exclaims, everyone agreeing as Ben starts cooking the bacon.

After breakfast, they all walk out the door, before Nega Dustin pulls Dustin, Ben, Julie and Kibbles, telling Twilight that he needs to tell them something.

"Now that I have you together, I got something to say. While Spike was cooking, he got a letter from the princesses. Celestia gave us five tickets, plus one extra for my little niece here, for the Grand Galloping Gala, a ball in Canterlot later this year," she explains, everyone surprised.

"But that's not all. Celestia's going to send Twilight three tickets later, so we need to help her. All her friends are gonna want the extra ticket. Don't tell her about ours until after they arrive, the princess wants them to be a complete surprise. So we need to help her with the decision, okay?" Nega Dustin finishes, the others nodding in response.

"We're ready to go Twilight, just had to have a talk with them!" Nega Dustin explains, Twilight nodding, and they all walk until we meet up with Applejack, next to two pairs of baskets of apples, and we walk, with Twilight carrying the other pair.

"So yer all helpin with this?" Applejack said

"No prob. The more the merrier." Julie explains as we walk, the farmer nodding in understanding. Ship was occupying Moonlight Serenade in the form of a baby stroller.

"Well we should hurry up, I bet Big Macintosh that if we can get these apples in tha barn before lunchtime, he has ta walk through town wearing one of Granny Smith's old girdles!" she exclaims, everyone bursting out in laughter.

"Hahaha. Oh that I would love too see. I so gotta take a picture of that with my phone." I said holding my phone, thankfully that I have it.

"I'm glad you chose the goal as lunchtime, because carrying this load all the way is making me hungry," Twilight explains, as we're sorting out the apples. And Twilight's stomach growls to further emphasize her point.

"Hehe, I guess we'd better get some food," she admits, as the dragon pulls out a ripe red apple.

"Oh Spike, that looks delicious..." she says, before Spike eats the treat whole.

"Spike..." Twilight groans.

"What...*BURP*" he says, before burping out a scroll.

"It's a message from the princess!" she exclaims, before she picks it up with my hand.

"Hear ye hear ye. Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce the Grand Galloping Gala to be held in the magnificent city of Canterlot, on the 21st day of August and cordially extends an invitation to Twilight Sparkle, and her assistant Spike, plus one guest." Twilight read, the ponies gasping.

"The Grand Galloping Gala!?" Twilight and Applejack say cheering.

"Woo-hoo!" shouts Applejack, before we hear another burp from the dragon.

"Look, three tickets," he says, holding three golden tickets in his claw.

"That's great, considering we've never been to the gala. Have you Spike?" she asks.

"No, and I plan to keep it that way, I don't want any of that girly frilly frou-frou nonsense," he says sourly, earning an angry look from Dustin, Julie, Kibbles, Ben and Nega Dustin.

"Hey, we just got tickets through you this morning, you gecko. Celestia told us not to say anything until you got them. She wanted them to be a surprise, the prankster," Nega Dustin angrily said, before explaining to the Twilight and Applejack, Twilight looking at Spike still.

"She was right, and Spike, a dance would be nice."

"Nice? Ah could get so much money from fancy folk if ah set up a stand. We could fix up the roof, get a new plow, and fix Granny Smith's old hip with that kind of bits!" Applejack exclaims, ecstatic.

"Well in that case, would you like to…" Twilight starts to ask, before they both got knocked over by Rainbow Dash.

"Ugh, were you guys talking about the Grand Galloping Gala?"

"Hey, were you spying on us!?" Dustin asks angrily.

"Look, yes I was, at first spying on you guys, making sure you didn't try anything. But then I saw how well you guys were getting along, so decided to take a nap instead. And did I just happen to hear you have an extra ticket?" she asks, facing Twilight.

"Well yes, but..." she says before being interrupted by the blue pegasus.

"YES! This is so awesome, the Wonderbolt's perform there every year. This would be the perfect chance to show them my moves, and get in their good books!" she exclaims.

"Who are the Wonderbolt's?" Julie asks.

"Their a famous pegasus flight group that both used to protect Equestria, and does flight shows. Rainbow adores them, and wants to be in their main squad," explains Spike.

"Well these are Twilight's tickets to give, so she is the one to give that decision, and we'll help her in making it. How about you two tell us your reasons?" Ben asked.

"A chance to sell enough Apple goods to replace things around the farm!?" Applejack said.

"The chance to show the Wonderbolt's my skills, and live the dream!?" exclaims Rainbow.

"Hmm...those are both really good reasons, but we can't think straight on an empty stomach, so I'll hold on to the tickets..." Dustin said as his and Twilight's stomachs growled, and grab the tickets from Spike. "And we'll come back to you two ladies with our answer, Okay?"

"Fine!", the both reply.

"Okay, let's go get lunch," Dustin say as we leave the two, heading toward town.

"I doubt they have a smoothie place here." Ben said with Twilight giggling.

"Lucky for you Pinkie does make smoothies." She said as Ben looked relieved as Dustin, Julie, Nega Dustin and Kibbles shook our heads

"So, Twi, who do you think you'll give the thing to?" Kibbles comments politely.

"I don't know Kibbles, and I won't be able to think on an empty stomach, so let's go and…" Twilight was cut off as the wind blows them out of my hand.

"Dag nabbit." Dustin said as he chased after them. They eventually are blown into Pinkie's face, as she leaves Sugarcube Corner.

"AAH BATS! Wait, are these tickets to the Grand Galloping Gala!? It's the most amazing incredible tremendous super-fun wonderful terrifically humongous party in all of Equestria! I've always always always wanted to go!" she exclaims ecstatically, music starting to play.

'Oh the Grand Galloping Gala is the best place for me

Oh the Grand Galloping Gala is the best place for me

Hip hip

Hooray!

It's the best place for me

For Pinkie...!' the hyper pony sings.

"Oh boy. She's just as nuts as Sparky." Dustin says, as he face-palmed.

"She and Sparky could be like siblings." Ben said as the others nodded.

"With decorations like streamers and fairy-lights and pinwheels and pinata's and pin-cushions. With goodies like sugar cubes and sugar canes and sundaes and sun-beams and sarsaparilla. And I get to play my favorite-est of favorite fantabulous games like Pin the Tail on the Pony!" Pinky exclaims.

'Oh the Grand Galloping Gala is the best place for me

Oh the Grand Galloping Gala is the best place for me

'Cause it's the most galarrific superly-terrific gala ever

In the whole galaxy

"Wheee!' she finishes, the music now gone.

"Okay, A, your worse than Sparky when it comes to breaking the 4th wall. And B, those tickets are Twilight's, so it's hers to give..." Dustin explain as he take them from her hand, before Rarity comes walking down the street, seeing them in his hand.

"Are those Gala ticket's, dear?!" Rarity asks.

"Yes, but it's Twilight's to give, so unless you have a reason to help me with her decision…" Dustin said before Rarity cut him off.

"Oh but I do dear, you see, I make dresses and suits for the royals up there every year, but I've never gotten the chance to actually go! It would be a high class fashionista's dream, not to mention I would be able to meet Him, Prince Blueblood, Celestia's nephew, and have true love!" she explains.

' _With a name like Blue blood I doubt he's Prince Charming_.' Dustin thought with a slight frown.

"Yet two more good reasons for it. Well..." Dustin said, before a white rabbit snatches the tickets from his hand.

"Hey! Get back here you furry bandit!" Dustin xaid as he dialed up the Ultimatrix and transformed into a black and blue feline-like alien with spikes on his forearms and calves. The Ultimatrix symbol was on his chest and the Element of courage was still on his right arm.

"FASTTRACK!"

* * *

 **Alien Database Enrtry**

 **Species Name: Citrakya**

 **Given Name: Fasstrack**

 **Citrakayahs are a species from the planet Chalybeas.**

 **Citrakayahs are slim human-sized aliens with blue and black fur covering their bodies. They have black fur around their faces that end in points, resulting in a mask-like appearance. Their legs and elbows also have spikes on them.**

 **Citrakayahs can run very quickly and leave a blue trail when they run, similar to the trail Kinecelerans leave. Citrakayahs are also fairly strong.**

 **Citrakayah comes from the vernacular name for the cheetah, which is derived from the Hindi word चीता (cītā), which in turn comes from the Sanskrit word चित्रकायः (citrakāyaḥ) meaning "bright" or "variegated".**

 **Citrakayahs are stronger than Kinecelerans, though the Kinecelerans are faster.**

* * *

Twilight, Pinkie and Rarity were shocked while Moonlight Serenade giggled at me.

"You guys stay here and watch over Moonlight Serenade." Dustin said and ran after the rabbit, leaving a blue trail as he ran.

"Wow! No wonder that one is called Fasttrack!" Twilight shouts as everyone runs after him.

Dustin eventually catches the rabbit, who was about to give the tickets to Fluttershy.

"D-Dusin? Is t-that you?" Fluttershy said as Dustin looked at the shy girl.

"Yeah Flutters its me." Dustin said as he reverted to normal. Thankfully he and Ben got the master control after the fight with Nightmare Moon."

"Well, could you put Angel down please?" Fluttershy asks politely.

"Your rabbit just stole Twilight's tickets for the Gala from my hand. I'm holding on to them, until she makes a decision on who gets the third one you see." Dustin explained.

"Oh, I'm so sorry Dustin, I asked Angel to check out what tickets they are. I didn't know he would steal them!" she apologizes, as the others catch up with me.

"Dustin that was awesome, you're faster than me, maybe even Dashie!" Pinkie compliments.

"Yeah, well that's Fasttrack for you." Dustin said and turned back to Fluttershy. "I'm probably gonna regret asking this but, Fluttershy, if you could go to the Gala, what would be your reason?"

"O-Oh, I wouldn't go simply for the ball, I would do it to see the garden. You see, Celestia has rare flowers that only bloom during that night, and she saves animals that are endangered, giving them a new home there. I would love to see all the rare species!" she explains.

"Really? Well that is a good reason. Plus I would love to see that too." Dustin said with wide eyes feeling like a kid in a toy store. If there are two things Dustin loves, its plants and animals.

"Now wait just a minute!", both Applejack and Rainbow Dash shout out of nowhere.

"Rainbow, Applejack, were you spying on us!?" Nega Dustin asks angrily.

"No, Rainbow was was trying to make sure no one took 'her' ticket, and I was making sure she didn't do anything stupid!" Applejack explains.

"But it's MY ticket!" screams Pinkie.

And they all start arguing, Ben, Nega Dustin and Dustin were trying to get them from hitting anyone.

"Girls please stop," Ben ask, but they keep bickering.

"Girls, please, stop this before…" Dustin tried to say, before Ben and Nega Dustin accidentally got punched.

"Enough of this!" Dustin said, activating my Ultimatrix and transformed into a towering 100 foot tall red and white alien with a massive red fin on his head.

"WAY BIG!"

* * *

 **Alien Species Entry**

 **Species Name: To'kustar**

 **Given Name: Way Big**

 **To'kustars are a species who are created in cosmic storms.**

 **To'kustars are gigantic humanoid creatures. Their body, face, limbs, and hands are white. They have red stripes on their torso and legs, red spots on their shoulders, red stump-like feet, and a red and black blade on their head. They also have four-fingered hands, red forearms with pointed elbow blades and extremely muscular bodies.**

 **Mutant To'kustars look similar to To'kustars but have grey and purple skin.**

 **To'kustars are nonviolent beings, and so are commonly known as "gentle giants". To'kustars live alone at the edge of the galaxy, silently guarding against threats from beyond.**

 **To'kustars have thick skin, which is resistant to most attacks, whether they be physical or energy, and possess extraordinary strength, even in proportion to their size. Their strength allows them to defeat a normal-sized army and lift objects and creatures around their own size with little effort, and even throw them into space.**

 **To'kustars can blast strong cosmic rays by positioning their arms in an L shape. These rays are powerful enough to disintegrate a small fleet of spaceships and could destroy a small planet in one shot. To'kustars can create and control cosmic storms, which can also be used for inhabitation and transportation.**

 **If a To'kustar's head fin is damaged, it causes paralyzing pain throughout their body. Despite their immense durability, To'kustars are still vulnerable to foes with sufficient strength. Any Kineceleran can create a tornado powerful enough to lift a To'kustar. When fighting, To'kustars can easily destroy buildings around them, sometimes causing tremendous amount of harm. They are vulnerable to their predator, a virus named Gigaphage.**

 **The name To'kustar is a play on "tokusatsu" a genre of Japanese cinema that relies on special effects which is often shortened to "toku" and the word star. To'kustars are similar visually and in power set to the original Ultraman, a "Star" of the "Toku" genre.**

* * *

When the Pinkie, Twilight, Rainbow Dash, Applejack and Rarity saw Dustin as Way Big, they were shaking in their boots. Fluttershy looked ready to feint . Moonlight saw him and she wasn't scared but actually had a star struck look.

"Sweet Celestia! He's huge!" Twilight said wide eyed.

"No kidding. He's probably bigger than Equestria's biggest mountain." Spike said with wide eyes too.

"Now I'm going to say this one last time so you better pay attention! Because I'm getting tired of repeating myself! It's none of your tickets! It's twilight's to give, and she will give it when she makes a decision!" Dustin said, everyone looking at.

"Now then, me, Ben, Julie, Nega Dustin and Kibbles already have tickets, so I'll…" Dustin everted back to normal and grabbed the tickets from Fluttershy "Hold onto these, until she makes her decision! And don't you dare speak Rainbow! You, and Applejack just punched Ben and Nega Dustin!" Dustin said, pointing at the pegasus, who was about to interject.

Luckily she was smart enough to keep her mouth shut. "Good. Now, you girls leave us be to make our decision while we eat. Be patient, don't pressure with bribes, and we'll come back to you with an answer!" Dustin finish, before we went on our way.

* * *

Later

* * *

We were at a restaurant sitting at a table. Thankfully they have a high chair for Moonlight Serenade. Luckily I remembered to bring baby food for her before we left. Given she doesn't have any teeth yet she can't eat solid food.

"Oh thank goodness you two are alright, that looked so painful." Twilight asks.

"Don't worry about it. We took much harder blows than that." Ben said.

"Definitely. Vilgax could send a pro wrestler sprawling to be honest." Nega Dustin

"Vilgax?" Twilight said.

"A enemy of ours and mine, Ben and Nega Dustin's arch nemesis. Tried and failed miserably to get the Omnitrix and Ultimatrix countless times." Dustin said with a chuckle.

"Yet that squid faced freak doesn't know when to give up." Ben said.

"By the way Dustin, that alien named Way Big, he was the biggest one I've seen." Twilight said.

"Well wait until you see him as Ultimate or even Zenith Way Big. Ultimate Way Big is 500 feet high but Zenith Way big is 1000 feet high." Ben said.

"Dear Clestia! Talk about going big!" Twilight was wide eyes.

"But there's one alien that towers over Way Big and his two forms." Nega Dustin said.

Really? And ho is bigger than all three of them?" Spike said

"Holy Fire!" Dustin said as activated the Ultimatrix, showing a hologram projection of a humanoid alien with four luminous wings, holding sword encased in flames, standing with its head bowed in a gesture of supplication with his trusty sword held in both hands point-down in front of it.

Dustin: "Now this guy is a towering 700 cubits in height, which is basically 1050 feet." Dustin said as Twilight and Spike were now slack jawed.

Spike: "Woah! Well what can he do?" Spike said. Dustin smiled.

"Well his powers include, Immortality, pyrokinesis AKA fire manipulation, telepathy, mind manipulation, memory manipulation, but he can also erase anyone or anything that attacks it from existence with just a swing of his sword." Dustin said as Twilight and Spike were shocked than ever before.

"No way! That can't be true." Twilight said in utter disbelief.

Trust me Two, you know when he's lying. He goes all chuckle house when he fibs." Kibbles said.

"Tha is true." I said with a straight face.

"Not to mention the flames he emits are hotter than the sun itself." Ben said as Twilight was shocked.

"But luckily the flames don't cause any damage to the surrounding environment. I only use him whenever the situation calls for it." Dustin said as Twilight and Spike let out a sigh of relief.

"Well even after using Way Big, I have a feeling the others won't heed to your warning brother." Nega Dustin explains.

"They better, if not then I'll use Toepick or Ghostfreak, which I'm hoping it doesn't come to that. Especially when my little baby girl is watching." Dustin said tickling Moonlight's chin, making the baby giggle.

"Have you made a decision on your orders?" a waiter says.

"Yes, I'll have a daffodil sandwich and the others will have the hay fries, extra crispy," Twilight tells the waiter their orders.

"And for drinks, well have water!" Dustin said as the waiter writes it down and walks off.

"So what other aliens can you turn into?" Twilight asks after the waiter leaved to give the orders.

"Well, this bit is kina embarrassing, but I can also turn into females and genderless aliens." Dustin said with a blush.

"Wait! Seriously? Can you at least show us a few?" Twilight said as Dustin showed holograms of Raven, Starfire and Bayonetta for female aliens. And for genderless aliens he showed Seraphinite, Goop, Splashdown and Big Chill.

They then hear the waiter approach.

"Here is your orders madam's and gentlemen," he says, handing them their orders. They dig in and needless to say the hay fries were good.

"These are actually good. Could use some chili on top but still good." Ben said as he still had a craving for chili fries, but at least he's dying out something new.

"Er, Madam's and gentlemen, are you going to eat your food in the rain?"

"What are you…oh you've got to be kidding me!" Dustin sees Rainbow Dash above them, keeping a hole in the clouds for our table.

"Hey guys, how's it going down there?"

"Rainbow, what the heck did I just say about pressuring her? No bribes!" Dustin said as he got up, activated his Ultimatrix and transformed into w tallow and black lemur-like alien with two tails, the Ultimatrix symbol on the center of his chest with the element of courage on his right arm.

"TELEPORTAL!"

Alien Species Entry

Species Name: Lemurian

Given Name: Teleportal

Lemurians come from the planet Aperturia. They are we'll known for their ability to make portals for transportation and even transporting things from one place to another. They are also very agile, their tails are prehensile and have enhanced intelligence.

They however lack strength and are more adapted to traveling on the tree tops. Their not very fast when on land, leaving them vulnerable to their natural predator, Aperturian Raprtoris.

"Hey, what's wrong with a friend doing a favor for her best friends?!" Rainbow asks. "So Twilight…about that ticket… she asks, just as I expected.

"Never fought I used this, but… I created a portal the cloud, causing it and her to get sucked into a portal. The portal closed shortly after that.

"Dustin, what did you do to Rainbow!?" Twilight shouts as I revert to normal.

"Relax, I just sent her and the cloud around her to Sweet Apple Acres, she'll be there in no time flat." I explain, before we all went back to eating, luckily there was still a hole in the clouds as it rained. Until we were interrupted by a certain white unicorn.

"Are you guy sure you want to be outside." She said as she teleported the group inside her boutique.

And just as Dustin and the others expected it Rarity starts buttering Twilight, just like Rainbow did with at lunch. After Spike leaves for the library due to Rarity trying to get a suit on him, she just laughs.

"Oh, who needs him anyway. This is all about you, and how fabulous you'll look at the Grand Galloping Gala," she says, Dustin, Kibbles, Julie, Ben and Nega Dustin shook their heads in disbelief.

"Wait, the Grand…" Twilight barely gets out before Rarity shows off a dress.

"And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T. We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. All eyes would be on us, and then everyone would finally know, the most beautiful, most talented, most sophisticated pony in all of Equestria is Rarity the unicorn. Ah, hehe, and Twilight Sparkle, of course," she says, giving herself away.

"I knew you were buttering Twilight up! I told you girls, it's her decision to make, and you pressuring her with bribes isn't helping the decision at all!" Dustin says angrily.

"Well, Dustin is right. It's my decision, and you and the girls have to wait like everyone else. If you'll excuse us, I never got to eat my sandwich, so I still need some lunch," she explains as we exit the door before being grabbed by Applejack.

"Did somepony just say lunch?"

"Are you kidding me? ARE YOU FREAKING KIDDING ME?!" Ben exclaims, holding the urge to jump Applejack. Luckily Julie was here to calm him down.

"I'm cool now. I'm cool." Ben says taking some deep breaths.

"Anyway, I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, apple crumblers, and apple Brown Betty. Uh, the dessert, not my auntie. What do you say there, best friend?" she showcases, as Twilight's stomach grumbles.

"Is that a yes?"

"No. No. I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide. In fact, I'm less sure now than I was this morning. Ugh!" Twilight screams before galloping away.

"So, that's a maybe?" Applejack comments.

"Really Applejack, REALLY!?" Ben screams again, trying to grab the pony, before Nega Dustin uses his telekinesis to keep Ben in place.

"Sigh, let's just try to find Twilight, if I know her she probably ran to the library. Hold on to me tight," Dustin said becoming Teleportal yet again, creating a portal to the front the library.

That's when we hear Fluttershy vocalizing in the tree, and we go in. Turns out the rabbit Angel is really convincing, us finding her and her animal friends cleaning.

"Fluttershy, not you two!" Twilight groans.

"Oh lord give me strength. Patience is a virtue." I said pinching the bridge of my nose.

"I'm getting really frustrated. You ponies don't know how to listen!" Ben yelled.

"Oh, hello everyone. I hope you don't mind, but we're all do some cleaning, Angel suggested it!", she explains.

"Fluttershy look, everyone else has tried buttering her up, and it didn't work. So, you, Angel, and your cute little animal friends should quit while your ahead," Dustin explain, opening the door for them to leave, when I see Pinkie with a ton of ponies, and they pick me up.

'Dusty is my bestest friend

Whoopie, whoopie!'

"Pinkie!" Dustin yelled

'He's the greatest, smartest, all around best pony, pony!'

"Pinkie!" Dustin scream, not noticing the pony part.

'I bet if I throw a super-duper fun party, party!'

"Pinkie Pie!" everyone but the crowd and her noticing that Dustin activated the Ultimatrix and scrolled to the.

"Kibbles, take Moonlight and teleport to her room. Now!" Dustin shouted as Kibbles saw where this is going and took Moonlight and teleported to her room. Luckily she was asleep during this.

'He'll give Twilight's extra ticket to the Gala to meeeeeeeeeee!'

"THAT'S IT! I HAD ENOUGH OF THIS!" Dustin screamed while slamming the Ultimatrix core and becoming a ghost-like alien with a white body, black lines all over his body, a single green eye, the Ultimatrix symbol on his chest and the element of courage still on his right arm.

"GHOSTFREAK!"

Alien Database Entry

Species Name: Ectonurite

Given Name: Ghostfreak

Ectonurites are a ghost-like species from Anur Phaetos in the Anur System. Their Ecto-Lord is Zs'Skayr.

With their protective layer of skin, Ectonurites look like a classical ghost with a track for the eye to travel upon. Ectonurites can grow this protective layer of skin to protect them from sunlight. Without their protective layer of skin, Ectonurites look like misshapen horrors. They possess an exposed skull with sparse teeth for a head, only one eye, dark blue skin, exposed bones on certain parts of their bodies, black claws, a big gaping hole in their chest with black and white striped tentacles hanging out, and speak with an eerie, creepy voice. Ectonurites can rotate their heads so they can be upside-down or the right way up. Ectonurites can also develop deformities such as having one arm larger than the other, having three heads, having more than one eye, or having pink lips. Ectonurites on Anur Transyl usually conceal their faces. Their second skins resemble sheets, with patches and stitches commonplace. They also have stitches on their bodies. When an Ectonurite is at its full power, spikes erupt from its shoulders and its hands, and their teeth and claws grow in size.

Ectonurites have density altering protoplasm, allowing them to phase through matter and make themselves invisible. Ectonurites can inhabit the bodies of other lifeforms and possess them. Additionally, this grants them access to the possessed person's powers as well. Without their protective skin, Ectonurites possess powerful telekinetic abilities. In true, absolute darkness, Ectonurites can use their abilities to their full potential. An Ectonurite's mind is embedded in the very fabric of their being, a miraculous genetic memory that allows them to remember absolutely everything from the day they were born; even a single strand of its DNA can replicate it in its entirety. Ectonurites do not have any mana/life-energy in the conventional sense, making them immune to life energy absorption. They can absorb the powers of other living things. Ectonurites can also recreate the skin they shed. Like all species native to the Anur System, Ectonurites are immune to Corrodium.

Light, especially sunlight, renders Ectonurites powerless and causes severe physical damage, destroying their bodies. Even a small amount of light is enough to weaken their abilities. Ectonurites with their first skin don't have this weakness. A certain chemical can solidify an Ectonurite's protoplasm, thus negating their intangibility and invisibility. Ectonurites can be harmed by other light based attacks, such as lasers, fire, and radiation. A certain spell is capable of forcing Ectonurites out of their hosts.

The name Ectonurite comes from ectoplasm.

Ectonurites are not living dead in the Earth sense, their "lives" are just very different from most sentient life forms.

Ectonurites do not have mana in them, unlike other living things.

Dustin flew in front of them and needless to say, they were scared to death, even Pinkie.

"DAMMIT PINKIE! YOU AND YOUR FRIENDS COULDN'T HEED MY WARNING COULD YOU! I TOLD YOU ALL, 'DON'T PRESSURE TWILIGHT WITH BRIBES. BUT NOOOOOOOOOO, YOU JUST HAD TO HAVE THE TICKET TO THE GALA! AND TO TOP IT ALL OF, YOU PINKIE..." Dustin yelled, pointing at Pinkie. "DECIDE TO TRY AND BRIBE 'ME', WHEN IT'S NOT MINE TO GIVE AWAY! I DIDN'T WANT TO USE THIS ALIEN PINKIE, BUT YOU FORCED MY…" Dustin couldn't finish when he noticed how bad he scared Pinkie. The poor girl was her crying on the ground, her mane deflated a bit somehow.

He felt really bad that all the anger he had was gone in an instant. He reverted back to human again and knelt down.

"Pinkie… I am so...so sorry. It was just so frustrating that no one listened to me earlier, and went and did it anyway. Not to mention you ended up bribing Me, when I was just holding on to them," Dustin explains, wiping her tears.

"I cant stand to see people cry. I really am sorry I snapped at you. Luckily I have an alien that'll make you feel better." Dustin said as he dialed up his Ultimatrix again and turned into a small, orange blob simply too cute to look at. The Ultimatrix symbol was on my chest and the element of courage shrank down to fit my right arm.

"DOLLOP!" Dustin shouted in a gurgled, high-pitched voice.

Alien Database Entry

Species Name: Unknown

Given Name: Dollop

SCP-999 appears to be a large, amorphous, gelatinous mass of translucent orange slime, weighing about 54 kg (120 lbs) with a consistency similar to that of peanut butter. Subject's size and shape constantly change, though most of the time its form is the size of a large beanbag chair. Composition of SCP-999 is oil-based, but consists of a substance unknown to modern science. Other than a thin, transparent membrane surrounding the orange mass, subject appears to have no organs to speak of.

Subject's temperament is best described as playful and dog-like: when approached, SCP-999 will react with overwhelming elation, slithering over to the nearest person and leaping upon them, "hugging" them with a pair of pseudopods while nuzzling the person's face with a third pseudopod, all the while emitting high-pitched gurgling and cooing noises. The surface of SCP-999 emits a pleasing odor that differs with whomever it is interacting with. Recorded scents include chocolate, fresh laundry, bacon, roses, and Play-Doh™.

Simply touching SCP-999's surface causes an immediate euphoria, which intensifies the longer one is exposed to SCP-999, and lasts long after separation from the creature. Subject's favorite activity is tickle-wrestling, often by completely enveloping a person from the neck down and tickling them until asked to stop (though it does not always comply with this request).

While the creature will interact with anyone, it seems to have a special interest in those who are unhappy or hurt in any way. Persons suffering from crippling depression, after interacting with SCP-999, have returned completely cured with a very positive outlook on life. The possibility of marketing SCP-999's slime as an antidepressant has been discussed.

In addition to its playful behavior, SCP-999 seems to love all animals (especially humans), refusing to eat any meat and even risking its own life to save others, on one occasion leaping in front of a person to take a bullet fired at them (subject's intellect is still up for debate: though its behavior is infantile, it seems to understand human speech and most modern technology, including guns). The creature's diet consists entirely of candy and sweets, with M&M's and Necco wafers being its favorites. Its eating methods are similar to those of an amoeba.

"Awww! How adorable!" Fluttershy said as.

Dustin enveloped Pinkie's body, which then resulted in Pinkie in a fit of giggles.

"Ahahaha….p-please stophahahaha! That…t-t-tickles." Pinkie said as Dustin tickled her to make her feel better. Eventually I got off of Pinkie and reverted back to normal.

"There. Feel better now?" Dustin asked Pinkie with a smile as she calmed down from her giggling and her mane inflated, which I don't know how that would be possible.

"Much better." Pinkie said getting up.

"We should gather everyone. They deserve to apologize to Twilight, after seeing the results." Fluttershy said

"I'm sorry Dustin. I shouldn't have tried bribing you, when they were Twilight's to give." Dustin hugged the pink party pony who simply hugged back while having a blush on her face.

"Now, can you and Fluttershy go get the others?" Dustin asked Pinkie

"Okie Dokie Lokie!" she says, before she and Fluttershy walked off.

"Let's go inside, I'll teleport us in with my own magic this time. I could hear the wood being nailed in," Dustin say conjuring a pink magic circle around them. Then in a flash of white light they were warped into the house.

"NO, no more bribes!" Twilight screams from upstairs.

"Don't worry Twilight, it's just us!" Julie explains. Twilight walks down and sighs in relief seeing them.

"What happened? I saw Kibbles teleport inside with Moonlight. Luckily the cute little thing was asleep. You didn't do something rash did you?" Twilight asks Dustin.

"Sadly yeah, and Pinkie eventually tried bribing Dustin, pushed him way past his breaking point," Nega Dustin said explains as the ponies run downstairs.

"I used Ghostfreak, but I may have scared her way too much. Luckily I used Dollop to cheer her up." Dustin said looking to the side.

"Who's Dollop!" Twilight said as Dustin turned into Dollop again.

"Aww. You look so adorable. What does he do?" Twilight said admiring his cuteness

"He's able to cause a strong sense of euphoria with a touch, even brief interaction with this guy can permanently cure severe depression and PTSD. And other than empathic manipulation and regeneration that's pretty much it." I said reverting to normal.

Later

"So we all come to an agreement. We all don't want to the ticket." Said Fluttershy

"Alright that ticket is mine." Applejack scolded Rainbow and she quickly rubbed her arm. "Actually I don't want to go."

"So we are all sorry darling for putting you through that." Said Rarity

They all said they were sorry and Twilight smiled as the weight was lifted off her chest.

Dustin then looked at Pinkie who had her usual smile.

"Again sorry for using Ghostfreak on you Pinkie. Just be lucky I didn't we Toepick on you." Dustin said as Pinkie hugged him.

"Ghostfreak? Toepick? Who might those be Sugarcube?" AJ asked me as Dustin transformed into Ghostfreak and Ben transformed into Toepick.

Alien Database Entry

Species Name: Cronenbogre

Given Name: Toepick

Toepick is an alien that looks harmless at first glance. But looks can deceive because inside the helmet is pure nightmare fuel.

Toepick's face is so horrifying and hideous that no being in the known universe can look at it without adverse effects, including fear, sickness, or even madness. It can also scare its victims into being pale white as a sheet.

But even Toepick himself can be terrified by his own face if he looks into anything reflective.

Due to him being topheavy, Toepick can easily lose balance.

Vulpimancers and other blind aliens are immune to Toepick's face since they have no eyes and thus can't see it.

Beings that lack sapient emotion or survival instincts, such as drones and robots, would be immune to Toepick's face as well. However, it would invoke some sort of defensive reaction from them.

Apart from his extremely scary face, Toepick seems to have no other skills in combat, making it possible to defeat him by sneaking up on him and attacking before he has time to open his cage.

"This is Ghostfreak. He relies on all the powers you'd expect from a stereotypical ghost. He can fly, phase through solid objects, turn invisible and even possess anyone." Dustin said

"And Toepick is mostly known for having a hideous face. Trust me when I say that you girls do not wanna see his face." Ben said as Applejack took his word for it.

"Ah don't think I even wanna see it for myself." AJ said shivering

"Count me in." Rarity said.

"Oh come on. I've seen worse. Lay it on me."

"Dash, you better be careful what you wish for." Dustin said warning her.

"Just show me already!" Rainbow said wanting to see.

"You guys may want to cover your eyes. Its not gonna be a pretty sight." Nega Dustin said as everyone, except Dash covered their eyes. Sure enough, Ben opened the cage part of his helmet, and Rainbow was white as a ghost and she just simply feint.

Ben closed the cage and both Ben and Dustin reverted back to normal.

"You can open them now." Dustin said as the opened their eyes and saw Dash laying on the floor unconscious.

"Its that bad?" Rarity asked as we both nodded.

"I only use Toepick or Ghostfreak when I get really mad and use them as a scare tactic."

Twilight then got up and brushed herself off. "Spike take a note." Twilight said as Spike pulled out a piece of paper and pen. "Dear Princess Celestia, I have learned that one of the joys of friendship is sharing your blessings. But when there is not enough blessings to go around, having more than your friends can make you feel pretty awful. So though I appreciate the invitation, I will be returning both tickets to the Grand Galloping Gala."

"What, but Twilight that's a big thing your givin' up." Said Applejack

"Yes, but if all my friends can't go, then I won't go. Spike you can send that letter." Spike opened a window and blew fire over the letter and it disappeared into the night sky.

"Agreed. Then we won't go either. I'd rather stay here with my friends then go to some party." Dustin said with a smile as Ben, Julie, Nega Dustin and Kibbles nodded in agreement.

"Besides, I bet those bloody nobles there in Canterlot wouldn't like seeing us." Nega Dustin said as Dustin, Kibbles, Julie and Ben agreed with him.

"And I have sent my first friendship lesson to Celestia. This is a great moment." Said Twilight squealing like a school girl.

"Easy their miss Poindexter." Ben said as Julie lightly slapped his shoulder.

But then Spike quickly belched up a scroll and Dustin picked it up. He quickly read it over. Twilight looked at him as he finished the letter.

"So what does it say?" Asked Twilight

"It seems princess Celestia was impressed with your first lesson of friendship. She also wants to see you girls all at the Grand Galloping Gala. In here are enough tickets for all of you to go." Said Dustin.

A ticket flew out of the scroll and onto each girl. They all squealed in joy as they had their tickets. Then Twilight's stomach began to growl.

"It seems like I could use a meal. Down to local diner to celebrate." Said Twilight

I got Moonlight from her bedroom and she was just awoken from her nap. After I went down there we all exited the place and began to head down the road.

"Hey Flutters, now that your going, I would love to see the garden with you. I'd love to take some photos." Dustin said.

"It's a deal." Fluttershy said blushing bashfully.

Dustin smiled with a blush but then he could see Spike was sad.

"What's eating you little man?" Dustin asked.

"I didn't get a ticket." Said Spike

"I thought you didn't want to go." Kibbles said.

"Well yeah, but that was before everypony got a ticket." Said Spike

He soon belched up a ticket and held it in his hands. "Yes I got a ticket."

"Well now look at that, you got a golden ticket." Dustin said chuckling at what he just said.

"Seriously? A Willy Wonka reference?" Nega Dustin said with furrowed brow.

"Oh like you didn't find it funny." Dustin said as we all laughed.


	7. Applebucking Season

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC) x Fleetfoot x Moon Dancer x Queen Chrysalis x Tree Hugger x Flitter x Cloud Chaser x Gleaming Shield x Princess Skystar x Songbird Serenade**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush x Spitfire x Coco Pommel x Lady Tirek x Princess Skystar x Power Ponies (original version) x Sunshine Smiles x Moonlight Raven**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin) x Rainbow Dash (EQG) x Fluttershy (EQG) x Applejack (EQG) x Pinkie Pie (EQG) x Rarity (EQG) x Sci-Twi (Human Twilight) x Queen Umbra**

 **Disclaimer: I still don't own Ben 10 or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Alien Database**

* * *

Applebucking Season

* * *

Dustin and company were takings stroll. As they passed few ponies couldn't help talk bany talk to Moonlight Serenade. Little tyke was enjoying the attention, giggling away. They came across Applejack, but then suddenly.

"STAMPEDE!" Rainbow yelled as a herd of cows stampeded allover the city, causing panic.

"Hey...! This makes my voice sound silly!" Pinkie said vibrating as the herd caused havoc.

"Pinkie Pie, are you crazy?! Run!" Twilight said as She held onto Moonlight Serenade.

"Everypony calm down. There is no need to panic." Said a mate whose coat was an amber color and a cornflower blueish gray mane with a lighter streak in it. Her eyes were phthalo blue color. She was wearing a light brown suit with a skirt. She also had a pair of yellow framed glasses on her nose. This was Ponyville's mayor, Mayor Mare.

"But Mayor, whatever shall we do?" Rarity asked with fright.

"Well Ben, you know what we need to do." Dustin said as both boys activated their devices. Ben transformed into Witlmutt while Dustin transformed into an mummy-like alien. He could definitely pass for a living Egyptian mummy.

"SNARE-OH!" Dustin shouted.

* * *

 **Species: Thep Khufan**

 **Given Name: Snare-oh**

 **Thep Khufans are a mummy-like species from the desert planet Anur Khufos. Some Thep Khufans live on Anur Transyl.**

 **Thep Khufans are mummy-like creatures composed entirely of organic bandages. They are thin, humanoid-shaped with slight ape-like features on their limbs. They also wear Wadjet headpieces on their forehead, minus nose and mouth. Their clothing resemble that of the ancient Egyptians, consisting of dhoti -like garments on their waist, collars and two bandages dangling from their upper back. They wear golden cuffs on their feet and wrists. Their bodies are hollow, allowing them to store things in their chest. There are gaps between their bandages on their wrists, chest and ankles, as well as their eyes, that glow any color. They have a beak-like toothed mouth with a long tongue beneath their head bandages. Some Thep Khufans have bandages that stick out from their heads like hair, while others wear headdresses and tall hats that are somewhat similar to the Crowns of Egypt and the Nefertiti's Cap Crown. There are a more powerful version of Thep Khufans called Cyclone Khufans. Their bandages are a blackish color, and their clothing are blue and gold. Their head resembles a gold headpiece, shaped like a bird's beak.**

 **Some Khufans sleep in sarcophagi, the more well off of them any way. The poorer mummy citizens can't afford them, so they are a kind of status symbol among the Thep Khufan wealthy elite.**

 **Thep Khufans have a very bizarre physiology, that being of a head-like shell with many extendable bandage like tendrils. This gives them numerous powers at their disposal such as stretching and enhanced strength. Thep Khufans' unique physiology also grants them vacuum immunity. Thep Khufans have incredible resistance to damage, with any or all vital organs held in the shell, and the ability to regenerate their tendrils. Like all residents of the Anur System, they're immune to the effects of Corrodium. Their bandages even block Corrodium radiation, enabling them to carry Corrodium inside their bodies without irradiating anything nearby.**

 **The name Thep Khufan is a combination of the Egyptian polymath Imhotep, and Khufu, a Fourth Dynasty Egyptian pharaoh.**

* * *

Ben presses the Omnitrix symbol on his chest, causing four grey spikes to appeared. In a green flash his appearance changed. He became larger and more muscular than Wildmutt. His fur is a maroon-red color. He has four huge gray/white spikes running down his back that overlap. These spikes start out as a shark-like fin at the head and rises almost into an arc over the back, tapering near the rump. He also has a long tail whose tip has a curved horn, resembling a scorpion stinger.

"ULTIMATE WILDMUTT!" Ben shouted as Dustin hopped onto his back.

"Looks like we got cattle to round up." Ben said and ran. Dustin used his bandages as lassos to catch some of the cattle.

"Look there!" Rainbow said as Applejack came to the rescue.

"YEEHAW!" Applejack shouted as ponies began to cheer. A brown and white dog was at her side.

"Move aside, Winona. Put 'em up, girl!" AJ said as Winona barked.

"Is Dustin seriously riding on Ben's back?" Kibbles asked as Nega Dustin just took a picture with his phone.

"Oh I am so sending this to the folks back home. They are gonna a good laugh out of this." Nega Dustin said sending the picture.

"Looks like Moonlight is enjoying the show." Twilight said as Moonlight watched her father riding on her uncle Ben and giggled.

"This is the best rodeo show I've ever seen." Pinkie said while eating popcorn.

"Come on, little dogies! Turn!" Dustin said as he and Ben led some of the cows to a fence. They then saw AJ with Winona leading the rest.

"Winona, put 'em up! Ha hah! Gotcha." Applejack said as Winona lead the rest of the cows to the fence, and Dustin closed it off.

"Attagirl. And thanks for the help boys." Applejack said as the two boys reverted back to human.

"No prob AJ. But we should be thanking you." Dustin said as ponies cheered the three on.

"Whoaaa. Hooie. Now what was that all about?" Applejack asked the cows.

"Oh my! Begging your pardon, Applejack, but Moo-riella here saw one of those nasty snakes. And it just gave us all the willies, don'tcha know." Said one of the cows named DaisyJo.

"I completely understand. Just next time, try and steer clear of Ponyville." Applejack said.

"We certainly will, Applejack. So long, Winona!" said DaisyJo as the dog named Winona panted. Many ponies were still cheering and chanting Applejack, Ben and Dustin's name.

"Yee haw!" Applejack shouted as Ben was enjoying the attention. Dustin was a bit bashful at this.

"Yee haw! Ride 'em, cowgirl…and cowboy!" Pinkie Pie said cheering the three on.

"Applejack was just... just..." said Mayor Mare who couldn't find a word to describe the heroic act that took place.

"Appletastic!" Pinkie Pie said.

"Exactly. We must do something to thank Applejack, Dustin and Ben for single-handedly saving the town." Mayor Mare said in gratitude.

"I know." Pinkie said as everyone were suddenly brought into Sugarcube Corner with part decorations already in place.

"A party!" Pinkie shouted in glee

"We all ready?" Twilight said as Ben, Julie, Dustin, Kibbles and Nega Dustin were shocked.

"She's just like Sparky." Dustin said as Ben, Kibbles, Julie and Nega Dustin nodded.

"Just one last thing. Now we're ready." Rarity said.

"Is Applejack all set?" Twilight said.

"Actually, I haven't seen her all week." Rainbow Dash said

"Not since the stampede." Pinkie said.

"I'm sure she's busy with farm work." Dustin said reassuringly.

"But she'll be here for sure. Applejack is never late." Rainbow Dash said as everyone was seated and Twilight Sparkle was at a microphone.

"Welcome, everypony! Today we are here to honor a pony we can always count on to help in matters great and small. A pony whose contributions to—" Twilight Sparkle said before Rainbow dash cut her off.

"Did you see Applejack's slick moves out there? What an athlete. This week she's gonna help me with my new flying trick, and I know it's gonna be so awesome." Rainbow Dash said with pride.

"And Dustin and Ben helped out with that. Don't forget them." Rarity said.

"Exactly. And..." Twilight Sparkle continued before Julie cut her off

"I still can't believe you rode on Ben's back as Ultimate Wildmutt." Julie said to Dustin.

"I just got a message from everyone back home. And needless to say, they loved the picture I took of you riding on Ultimate Wildmutt's back bro. I'm sure Kevin laughed his butt off." Nega Dustin

"You what?" Dustin asked wide-eyed.

"Dude, seriously?" Ben said with anger.

"This week, I get to run Sugarcube Corner for the first time." Pinkie Pie said.

"What does that have to do with Applejack, Dustin and Ben?" Twilight Sparkle asked with an arched brow.

"Oh. Applejack, one of the best bakers ever, is gonna help me. Applejack makes everything great, so free samples for everypony!" Pinkie Pie said with a smile.

"Maybe Ben and I can use Ditto or Echo Echo to spread fliers." Dustin said as he transformed into a white alien I with black suspender and a black head piece with thee fins on top. The ultimatrix symbol on his chest.

"DITTO!"

* * *

 **Species Name: Splixson**

 **Given Name: Ditto**

 **Splixsons are an alien species from the Earth-like planet Hathor.**

 **Splixsons are small, humanoid creatures about the size of a 10-year-old human child. They have whitish arms and faces, and wear different colored clothes. Their hands are large and possess 4 digits, and their feet are merely stubs. They have 3 fin-like growths on their head, as well as metallic parts on their arms, head or waist. Different Splixsons have these parts at different places. Female Splixsons have three pigtails in place of the 3 growths that the males have.**

 **Splixsons developed their duplication abilities to avoid predators, as they are low on Hathor's food chain.**

 **Splixsons are peaceful creatures that work as farmers or artists.**

 **Splixsons are able to infinitely duplicate themselves. Each Splixson is linked to their clones, which allow them to telepathically share each other's thoughts. This connection also shares their pain, meaning if one clone is hurt, the rest all feel the same exact pain. Splixsons are more flexible than a human, can breathe underwater, dig fairly fast with their hands, and can jump high.**

 **Splixson clones share a link with each other, making it so that when one is hurt, all the others feel the same pain. If one is defeated/killed, the clones are automatically defeated/killed as well, thus negating the ability to form an army of clones.**

 **The name Splixson is based on the word split.**

* * *

While Ben transformed into a short white alien with headphones, a backpack-like device on his back and spoke in a robotic voice.

"ECHO ECHO!"

* * *

 **Species Name: Sonorosian**

 **Given Name: Echo Echo**

 **Sonorosians are humanoid creatures made of silicon from the planet Sonorosia.**

 **Sonorosians are made of living sound waves, so they wear containment suits made of silicon. Sonorosians have robot and synthesizer-like voices.**

 **Sonorosians can emit sonic screams that range from audible to ultrasonic frequencies. These screams are capable of damaging machinery, stopping projectiles in mid-flight, and blasting enemies backwards. Sonorosians can duplicate themselves, like the Splixsons, but different in that the clones aren't linked in any way, allowing entire groups to be knocked out without harming the rest. Sonorosians can detect vibrations in the ground. Using their sonic screams, Sonorosians can use echolocation. Sonorosians can channel vibrations to enhance their screams by being in physical contact with vibrating objects. Sonorosians can transmit sound waves through speakers, such as phones. Sonorosians can use their sonic screams to create a forcefield.**

 **Sonorosians have fragile bodies which can be destroyed easily in battle.**

 **"Sonorosian" is a play on sonic and sonar**.

* * *

Many mares and young fillies awed at the two aliens simply for their cute looks.

"Plus these two can multiply to easily spread the word of Sugarcube Corner." Ditto sad.

"Plus who wouldn't find Ditto and Echo Echo cute?" Echo Echo asked.

"Oh-kay, that's great. Now if I could just make a point without being inter—" Twilight said before

"Twilight?" Fluttershy interrupted Twilight.

"-rupted." Twilight said with an annoyed look.

"Twilight, I'm so sorry, but I just wanted to mention that Applejack is also helping me this week with the official bunny census, where we count up all the new baby bunnies that were born this season. She's gonna help gather them using her wonderful herding skills." Fluttershy said as bashful as usual.

Twilight got her cards ready. She was about to talk, but Nega Dustin cleared his throat and pointed to a smiling Mayor Mare. Her eye twitched away and she gave up.

"Oh I give up." She said tossing her cards away and walked over to her friends.

"Ah-ahem. And so, with no further ado, it is my privilege to give the prizes, three Pony of Ponyville Awards, to our three beloved guests of honor, a pony and two humans of the utmost trustworthiness, reliability, and integrity. Three of Ponyville's most capable and dependable friends: Applejack, Dustin Hogan and Ben Tennyson!" Mayor Mare said as everyone cheered.

"Wow. If the folks were here, they would be proud." Dustin said with a blush.

"Cool! Way to go Applejack, that was awesome! I mean- heh." Spike said looking to his right, but she wasn't there. "Awkward."

"Where is she?" Julie asked.

"I'm here. I'm here. *yawn* *sigh* Sorry I'm late-whoa-I was just... whoa... Did I get your tail? Miss Mayor. Thank you kindly for this here... award thingy. *yawn* It's so bright and shiny and, heh, heh heh, I sure do look funny heh. Ooo-ooo." Applejack said as sue looked exhausted.

"You alright there AJ? You look like you got zero sleep last night." Ditto said as he and Echo Echo changer back to Dustin and Ben.

"Just fine and dandy sugarcube." Abblejack said with a smile.

Twilight Sparkle: "Okay. Well, thank you Applejack for saving us from that scary stampede, and always being there for everypony. And you too boys." Twilight said handing the three their trophies.

"*yawn* Yeah. I like helping the ponyfolks and *yawn* and stuff. *snore* Oh, uh, yeah. Uh, Thanks." Applejack said as she walked away while dragging her trophy. Okay now Dustin and the others.

"Was it just me, or did Applejack seem a little—" Twilight trailed off to find a proper word.

"Tired?" Rainbow asked

"Dizzy?" Fluttershy guessed

"Messy? Well, did you see her mane?" Rarity asked.

"She seemed fine to me. Woo! Woo!" Pinkie exclaimed

"I get what you mean Twi. She looked like she was ready to drop on the spot." Dustin said as he held onto Moonlight Sonata.

***The next day***

Dustin's POV

It was a bright sunny day and me, Twilight and Kibbles were going to visit Applejack. I also brought Moonlight Sonata with us because she's quite a daddy's girl. We approached the farm and they see Applejack look like she was sleepwalking.

"What on Earth is that pony doing?" Twilight asked. Hey Applejack!" Twilight said to the farm girl but got snoring in return.

"Applejack." Kibbles said but like Twilight, she got snoring as a response.

"Hang on I got this." I said putting a finger to her pony ear making it twitch and eventually waking her up.

"GUH! What the hey was…oh hey guys." Applejack said as moonlight giggled at the reaction.

"What is all this?" Twilight asked.

It's Applebuck season." Applejack said a bit tiredly.

"Applewhat season?" Kibbles asked with a raised eyebrow.

"It's what the Apple family calls harvestin' time. We gather all the apples from the trees so we can sell 'em." A female voice said and we liked to where the source was. And sure enough we see two ponies.

One was an Earth Pony Stallion with eyes colored a moderate harlequin a brilliant red mane and tail and pale, light grayish olive. He wore a red plaid button upshift with his slaves rolled up, a pair of blue jeans with a brown belt around his waist capped with a big bronze belt buckle, a pair of black leather cowboy boots, and a Stetson exactly like Applejack's was adorned on his head.

The other was a mare who was also an Earth but she had brilliant turquoise eyes, brilliant gamboge mane and tail and a pale gamboge coat. She wore a green dress that reached to her knees, she also had an apron on and had brown leather cowboy boots.

"Oh hello there. And who are you two." I greeted politely.

"Ahm Bright Macintosh, but you can just call me Bright Mac. AAnd this lovely gal is mah wife Pear Butter. Were Applejack's parents. You must be Applejack's friends right?" The stallion named Bright Mac said.

"Yes sir. Its nice to meet you two." Kibbles said politely and when Pear Butter saw Moonlight Sonata, she couldn't help but let out a squee and admired how cute she was.

"Aww who is this little mucnkin'?" Pear Butter said as Moonlight let out a giggle.

"That's mine and Kibble's little princess Moonlight Sonata." I said as Pear Butter went and went to Moonlight as the little filly continue to giggle.

"So anyway, why are you doing it all alone?" Twilight.

"Cause Big Macintosh hurt himself." Applejack said.

"You mean that big red stallion? I'll admit he really lives up to his name. He could make body builders look green in envy." I said in amusement.

"Well he gets that from me." Bright Mac said with a proud smile.

"What about all those relatives I've met when I first came to Ponyville? Can't they help?"

"*sigh* They were just here for the Apple family reunion. They actually live all over Equestria and are busy harvestin' their own orchards. So, uh, I'm on my own. Which means, I should really get back to work. Ahem... hint hint? Get back to work?" Applejack said.

"Fine." Twilight said in defeat.

"Could you step aside, Twilight?" Applejack asked.

"I just did." Twilight dead panned.

"AJ, are you sure you're alright? You don't look so good." Kibbles said with a hint of worry.

"Eh, don't you three worry none, I'm just fine and dandy." Applejack said a bit drowsy.

"Do you... want some help?" I said

"Help? No way, no how." Applejack said stubbornly.

"But there's no way you can do it all on your own." Kibbles said with worry.

"She's right AJ. This isnt a one man…or pony job." I said with an equal worried look.

"Is that a challenge?" Applejack glared at me and I was scared for my life. I'm hoping to god or whatever divines this world has she doesn't real my legs.

"*gulp* No. Please don't hurt me." I said shaking like a leaf.

"Applejack!" Pear Butter glared at her daughter.

"Well, I'm gonna prove to you that I can do it! Now if you'll excuse me, I've got apples to buck." Applejack said walking off, leaving me, Kibbles, Twilight, Bright Mac and Pear Butter.

"I'm sorry about our daughter. She can be stubborn at times." Bright Mac said apologeticly.

"Hey, its fine Mr. Apple. I can be like that at times." I said with a shrug.

"Oh come now son. None of that Mr. stuff. Just call me Bright Mac. Any friend of our daughter is a friend of mine and may wife's." Bright Mac said patting my back.

"She's such a sweetie. And an alicorn? That's something you don't see. You said She's adopted right?" Pear asked us and I was hoping she doesn't ask how we found her.

"Yes. She is." I said as Pear Butter booked Moonlight's nose.

"How did ya come across this little cutie?" Bright Mac asked.

"Uh…we just…found her at my doorstep. Poor thing had nowhere to go so we took her in." I said hoping they bought it, but it looks like they can read people, or ponies as well as Applejack.

"I know that's a lie there." Pear Butter said as we just looked at each other and decided they should know.

"Alright. But promos you two won't freak out or panic?" I asked as both nodded. "You two familiar with Nightmare Moon?" I asked as the two nodded again.

"Yes. But what does she have to do with this little angel?" Pear Butter asked.

"Well…Moonlight Sonata is actually Nightmare Moon." Twilight said and the two were wide eyed by this revelation.

"Now before you two have a panic attack, let me explain." I said and the two calmed down a bit. "You see when me, Twilight, Pinkie, Rarity, Fluttershy, Rainbow Dash and Applejack defeated Nightmare Moon when the seventh element of harmony was revealed, which is in my position…" I said showing the Element of Courage on my right arm "we freed Princess Luna from the darkness that shrouded her, but we also found that Night Made had been reincarnated as this little filly you are holding." I said as Pear Butter and Bright Mac liked at the innocent filly who stemmed to sleep soundly.

"Thankfully according to Princess Celestial, Moonlight has no memories of her past life. So we named the former nightmare Moonlight Sonata so that we don't start a panic." Twilight said as the two looked at Moonlight again with more calm looks on their face.

"Well I'll admit, she is quite a cutie." Pear Butter said giving my sleeping daughter back to me and I put her in her stroller.

"I think its her nap time." I said as Kibbles put Moonlight back to her striker.

"Ill teleport her back to the library and tuck her in her cradle. Luckily Spike is there to watch over her." Kibbles said as she instantly teleported.

***Meanwhile***

"There you are." Rainbow Dash said to AJ.

"*yawn* I'm a mite sorry, Rainbow. I was busy applebuckin' and I guess ah, I closed my eyes for a second and, when I woke up, I was late. Now, what's this new trick a' yours?" Applejack said still drowsy.

"See this contraption?" Rainbow said pointed ng to what looks like a seesaw.

"Uh... Yeah." Applejack said with a raised brow.

"Well, I'm gonna stand on one end, then you're gonna jump down from that platform, launching me into the air faster than I can take off on my own. Once I'm in the air, I'm gonna do some amazing flips and spins that are sure to impress the Wonderbolts." Rainbow Dash said with a bit of boastfulness.

"Isn't that a mite dangerous?" Applejack said with worry.

"Pfft, Heh, not for a pony who can fly." Rainbow said with a bit of pride.

"Well, all right-y then."

"Ready? One... two... THREE!" Rainbow Dash said but Applejack only crashed into Rainbow's end of the seesaw.

"Umm... maybe I wasn't clear. You're supposed to land on the other end."

"Got it." AJ said tiredly going to her end.

"Applejack, what the hay is going on? I mean, I thought I was working with Ponyville's best athlete!" RD said getting impatient.

"You are. I'm okay. Really. I-I have an idea. Watch this. Ta da!" AJ said as she lightly jumped on her end. "Oh... Maybe not. Okay, one more try. I'm sure to get it this time."

"Ugh!" Rainbow Dash was now having second thoughts on this.

"Heh heh... Here I go!" Applejack said jumping on her end with much more force.

"Wait, Applejaaaaack!" Rainbow said as she was launched high into the air.

"You're welcome!"

***Dustin and the others***

I was sitting on the couch sketching in my sketchbook with Twilight reading a book next to me, when all of a sudden Rainbow Dash crashed from the roof and landed in front of us.

"Good God! You alright RD?" I said with worry as Ben, Nega Dustin, Spike, Julie and Kibbles ran in.

"What in God's name was that?!" Nega Dustin as they saw Rainbow Dash on the floor.

"I think somepony else needs your help." Rainbow said with a groan.

"Applejack?" Twilight guessed.

"Yep." Rainbow said before landing her hear on the floor.

At Sweet Apple Acres

Me, Ben, Julie, Nega Dustin, Kibbles and Twilight were searching for the farm girl and it wasn't too long until we found her. She was kicking some trees, causing some apples to fall into many wooden barrels.

"Whoa! That girl can kick!" Ben said with wide eyes.

"Oh yeah. I gotta remind myself not too make her mad." I said getting shivers at the thought.

"Applejack, can we talk?" Twilight asked Applejack

"Can bees squawk?! I don't think so."

"No. Can we talk?" Julie said.

"Twenty stalks? Bean or celery?

"Are you freakin' hard at hearing? No! We need to talk to you." Ben said getting a tad bit angry.

"Ya'll need to walk to the zoo? Well, who's stoppin' you?" Applejack said as I had about enough of this.

"OH JESUS H CHRIST! WE NEED TO TALK TO YOU!" I shouted in pure anger.

"Oh! Well why didn't you say so? What you wanna talk about?"

"Rainbow Dash dropped in to see us today." Twilight said crossing her arms.

"That's quite neighborly of her." Applejack said oblivious to what she Kent.

"Yes, except that she crashed onto the balcony after you launched her into the air." I said with a furrowed brow.

"Oh, yeah. I wasn't feeling quite myself this morning." Applejack said rubbing that back of her neck.

"Gee. I wander why." I said sarcastically.

"Because you're working too hard and you need help." Twilight said in concern.

Applejack: What? Kelp? I don't need kelp. I don't even like seaweed.

"HELP! YOU NEED HELP DAMMIT!" I said losing my cool again.

"Nothin' doin', guys. I'm gonna prove to you, t'everypony, that I can do this on my own. Now if you'll excuse me, I've gotta go help Pinkie Pie. And Dustin, ya need to control your temper." Applejack said walking away.

"Ugh." Twilight groned as I had my fists clenched in pure rage as I was beyond angry.

"Can you guys excuse me for a minute please?" I said walking to a large boulder nearby and dialed up my Ultimatrix and transformed into Tyrantacle.

"TYRANTACLE!"

* * *

 **Ultimatrix Alien Database Entry**

 **Species Name: Chimera Sui Generis**

 **Given Name: Tyrantacle**

 **Chimera Sui Generis also known as Vilgaxians are a species from the planet Murray, later renamed Vilgaxia.**

 **Chimera Sui Generis are a green humanoid species with long tendrils like those of an octopus or squid on their heads. Most females have them on their head, while males on their chin or all around their head to resemble hair or beards, respectively. Some females have beauty mark like marks on their face.**

 **Chimera Sui Generis have incredible natural strength. Chimera Sui Generis have incredible durability. Even before being enhanced, Vilgax survived a nuclear explosion at point blank range, though he was widely believed to be dead after this. Chimera Sui Generis have incredible agility. Chimera Sui Generis have the ability to transform into large octopus-like creatures at will, which Vilgax described as their true form, though it would likely be useful only in water-based environments. The species are also possibly quite intelligent.**

* * *

I clenched my clawed fist and growled.

"HRRRRAAAAAA!" I roared at the top of my lungs as I launched my fist at the boulder with so much force that a it left a dent and some cracks into it. Then I threw another punch at it, then another, and another, I was throwing punch after punch at it as I felt no pain but the tree had some crack in it for each punch.

"What is he doing?" Twilight said in both curiosity and worry.

"Uh-oh." Julie said.

"He's really mad now. He only uses Tyrannical when need to let off steam." Kibbles said as the looked on.

"Tyrantacle?" Twilight asked in confusion.

"A combination of Tyrant and Tentacle. Too make a long story short, he got that alien by scanning our arch nemesis Vilgax." Ben said as they continued to watch me punch the boulder while swearing as well.

"Is he gonna be okay?" Twilight asked in worry.

"Once he calms down yes. It would be unwise to interrupt him when he's like this." Nega Dustin warned Twilight who looked at me with concern as I continued punching the tree.

"Luckily Moonlight is back at the library. Wouldn't want her to hear the words coming out of his mouth, let alone see him like this." Kibbles said with concern.

***At Sugarcube Corner***

In Sugarcube Corner we see Pinkie Pie conversing to another made who seemed chubby but not too much, she had a blue coat with a bink mane in tail, her mane was stiles like the icing on a cupcake, she had a whopping H cup bust and her eyes were a . This was Mrs. Cake, the owner of the shop and wife of Mr. Cake.

"Now Pinkie Pie, are you sure you're up for baking the muffins and running the store this afternoon?" Mrs. Cake said with worry.

"Yes siree bob, Mrs. Cake. Plus, I have Ponyville's prized pony to help me out. Why, she's the best baker ever. Right, Applejack?" Pinkie Pie said looking at her friend.

"No? You're not the best baker ever?" Mrs. Cake asked the farmgirl.

"WHAT? Oh no! I mean, don't you fret. I can bake anything from fritters to pies in the blink of an eye." Applejack said .

"*sigh* All right. Well, see you later, girls!" Mrs. Cake said as she left the store in their hands.

"Stop with the shakin', it's time to get bakin'. All right-y! I'll get the sugar and the eggs. Can you get me some chocolate chips?" Pinkie said as she went to the said items.

"Eh, uh, whu, what was that?" Applejack said as she woke up from.

"Chocolate chips." Pinkie said while as she found the sugar and eggs.

"Chips... got it. Tater chips, a little salty and dry, okie-dokie. What next?" Applejack said getting the chips.

"Baking soda." Pinkie instructed.

"Soda. Perfect. That'll get the tater chips nice and wet. Now what?" Applejack said getting some soda pop.

"A cup of flour." Pinkie said.

"A cup o' sour? Well, lemons are sure sour. One cup o' sour, comin' up. Anything else, Pinkie?" Applejack said getting lemons.

"One last thing. Wheat germ." Pinkie said.

"Wheat worms? Oh, that must be fancy talk for earthworms." Applejack said fetcjphing some earthworms.

"Now that's gonna be delicious." Pinkie Said oblivious to what Applejack brought.

"If you say so." Applejack said.

A few minutes of baking later.

"Free muffin sample spectacular!" Pinkie said as various ponies began aligning up.

"Yeah! Muffin spectacles! Get 'em while they're hot." Applejack said but little did they know that things were going to go down hill.

***With Dustin and company***

We ran into the Ponyville hospital because there was a real emergency.

"We came as soon as we heard." Twilight said.

"What happened?" I asked with worry in my voice

"Oh thank you for coming. We need all the help we can get." Nurse Redheart siad as we heard ponies moan in pain.

"Oh no! What happened?" Twilight said as Spiked sniffed for something.

"It was a mishap with some of the baked goods." Nurse Redheart said said with worry.

"No, not baked goods, baked bads." Pinkie groaned and Spike seems dto enjoy these so called "baked bad" as Pinkie put it. I grabbed one and examined it.

"Are these the "baked bads" in question Pinkie?" I asked Pinkie to which she nodded. I then dailed up my Ultimatrix and transformed into Alien X, shocking everyone present.

"ALIEN X!"

* * *

 **Ultimatrix Alien Database**

 **Species Name: Celestialsapien**

 **Given Name: Alien X**

 **Celestialsapien (A play on "celestial," meaning from the stars, and "sapient," a term for intelligent) is the species of Alien X from the Forge of Creation, and are defined as Transcendent Aliens.**

 **Celestialsapiens are fairly simple in physical design. They are silhouette-like humanoids that can range from any size. The inside their bodies resemble outer space, and they have white star-like dots scattered inside their body. Their head supports either three trident-like horns on the forehead, two horns on each side of their head, or a flaming top. Their face only consists of white eyes with no pupils and no mouth, although some males can grow beards. Male Celestialsapiens' body is the shape of a muscular, male, human adult, female Celestialsapiens' body is the shape of a thin, female, human adult and Celestialsapien fetuses body is the shape of a human baby.**

 **They prefer their shrouded existence in The Forge of Creation, as opposed to being involved with the "petty going-on" of the rest of the universe. Celestialsapiens have their own unique personalities, usually a pair. Some examples include a voice of rage and aggression, a voice of love and compassion, and a voice of reason. Both personalities must agree on something in order for any actions to take place. If one has three personalities, two out of three must agree on something in order for the Celestialsapien to perform any sort of action, although Alien X doesn't have this problem anymore (Ben Tennyson (Reason) now takes full control while Bellicus (Rage) and Serena (Love) "have fun disagreeing on everything"). All voices speak in unison when the Celestialsapien speaks, and depending on what the voices agree on, they shout either "Seconded!",or "Motion carried!" if they agree. Baby Celestialsapiens don't have multiple personalities, instead they develop over adulthood.**

 **Celestialsapiens are virtually omnipotent. They have a powerful ability to warp reality, meaning their thoughts can come to life, on a scale sufficient to recreate the universe itself. They apparently are able to alter time, space, and dimensions. Their reality warping is so powerful, that the personalities can even prevent the Celestialsapien from being destroyed just by agreeing that it won't. According to Kevin, it is very dangerous to disturb them while debating as "they can just blink, and you'd be gone". They're even powerful enough to recreate a destroyed universe and resurrect all the inhabitants. If a Celestialsapien were to desire to destroy the multiverse or even the omniverse, it would take six thoughts to do so. Celestialsapiens can't manipulate mana directly. A Celestialsapien would have to alter the universe to change the nature of mana, and the personalities would have to agree.**

 **If a female Celestialsapien is pregnant, a white orb grows on her wrist, in which the baby is growing. It takes a baby Celestialsapien 10,000 years to develop.**

* * *

I then napped my fingers and in place of a cupcake was bottle of pills before returning back to my human self.

"Here nurse. Give everypony one of these pills and they'll be back on their feet in no time." I said handing the bottle of pills to Nurse Redheart.

"What are these?" Nurse Redheart asked me.

"Those are basically an antidote for the side effects brought by those bad muffins. I managed to convert one of these stomach bombs from hell, or what ever the equivalent of hell is here and convert it into an antidote." I said as Nurse Redheart and Twilight.

"And that alien you turned into name Alien X. What does he do?" Twilight asked with curiosity.

"Basically anything he turns into becomes reality. He can warp space and time to whatever he sees fit. So I short he's sort of like an god." I said shocking Twilight, Nurse Redheart, Spike and Pinkie.

"No way! You serious?" Spike said with amazement.

"Yep. But we better go to Sweet Apple Acres and talk to Applejack. This has gone far enough!" I said as we walked out the hospital to confront Applejack.

***At Sweet Apple Acres***

"Applejack." Twilight said as we approached her. Spike seems to be into those stomach bombs.

"Want one?" Spike said offering me one.

"Oh…uh, no thanks dude. I'll pass." I said with a cringe.

"I'm surprised you like those things." Ben said as Spike just shrugged. I guess dragons have a really powerful digestive system.

"What? Huh?" Applejack said between grunts and snores.

"Applejack, we need to talk." Kibbles said with a hint of anger.

"Wha, huh? Oh, it's you guys. *yawn* I know what you're gonna say, but the answer is still no." Applejack said still being stubborn.

"Not to upset your applecart, but you need help." Twilight said.

"Hardy har. *groan* And no I don't." Applejack said.

"Here, let us help." Julie said offering a helping hand

"Help? No thanks. A little more... *groan* Little... *grunt* There. I'll prove that this apple can handle these apples. Come on *grunt* apples *grunt* fall off *grunt*.

"AJ, you do know you're beating a dead tree right?" Ben asked with a deadpan look.

"I knew that." Applejack said.

"Actually, Applejack, I had something else to talk to you about. I just came back from Ponyville Urgent Care and…" Before Twilight could finish Applejack interrupted her.

"You know, I'm a little busy to get lectured right now, Twilight." Applejack as I growled at this, losing my cool quick but Nega Dustin was able to hold me back.

"But if you'd just let me help—" Twilight said but Applejack interrupted again.

"Ugh. No, no, NO! How many times do I gotta say it? I don't need no help from nopony!" Applejack stormed off and I was now angry again.

" Ugh. That pony is stubborn as a mule." Ben said as mule neighed and he looked to see a mule next to him.

"No offense." Ben said

"None taken." The mule said as I held the urge to punch something.

"I'm really sorry about her stubbornness y'all." Bright Mac and Pear Butter walked up to us as Pear Butter held Moonlight. Plus tree other ponies were with them.

One was an Earth Pony Stallion with moderate sap green eyes, a brilliant orange mane and tail, a brilliant amaranth coat and had light yellowish gray hooves, suggesting he was barefoot, or barehooved in this case. He also wore a blue plaid short with blue jeans and had a wheat straw. This was the Applejacks brother Big Macintosh, or Big Mac.

The other was a young filly with brilliant gamboge eyes, a brilliant amaranth mane and tail, and pale, light grayish olive coat. She wore a pink shirt with blue jean suspenders, a light brilliant crimson bow on top of her head and was also barefoot. This was the youngest child of the three siblings Apple Bloom.

And lastly wan am elderly mare with light brilliant orange eyes a light gray mane, which was in a bun, and tail and a light lime green coat. She wore a bright from dress, brown leather boots and had a cane in her hand. This was Granny Smith, Bright Macs mother and the grandmother of Applejack, Big Mac and Apple Bloom, Granny Smith.

"Oh hey guys. And don't sorry about it. Although her stubborn attitude is getting pretty dad gum old. Fast." I said trying my best to calm myself. Then I noticed the other three. "Hey there. I don't think we've met yet. As you also family members?" I asked the three.

"Oh right. You haven't met them yet. This big red stallion here, as you may already know is our oldest son Big Mac." Bright Mac said as Big Mac nodded. "He doesn't speak much, just to let y'all now." Bright said as I understood, as I'm like that at times.

"Howdy! I'm Apple Bloom! Unheard lots about y'all. Is it true you two can turn into monsters?" Apple Bloom asked me as I couldn't help but smile at how cute this youngster was.

"Well technically aliens, but yes. Nice to meet ya there cutie pie." I said ruffling her hair.

"And I'm Granny Smith. Pleasure to meet y'all youngsters." Granny Smith said approaching us.

"A pleasure to meet you as well miss." I said doing a slight bow, making the women around giggle while Ben and Nega Dustin groaned.

"Granny Smith. I get it. Like green apples." Julie said with a chuckle as Granny Smith looked at her with a smile.

"Yep! Nice to see we got some polite ones here." Granny said as Apple Bloom tapped my arm, getting my attention.

"Do ya think you can show us an alien form of yours?" Apple Bloom said with those cute big eyes that I couldn't say no too.

"I don't we why not. How can I say no to such a face." I said as I looks to Ben, and nodded. I dialed my Ultimatrix while Ben dialed up his Omnitrix. Once we selected an alien of our choosing we slammed on the core of our devices.

I transformed into one of my personal favorites, which was Big Chill.

"BIG CHILL!" I exclaims in a somewhat raspy voice, while icy cold mist escaped my mouth and folded my with yes into somewhat a hooded robe.

* * *

 **Ultimatrix Alien Database Entry**

 **Species: Necrofriggian**

 **Given Name: Big Chill**

 **Necrofriggians are a humanoid moth with a blue (Big Chill) or white (inhabitants of Mykdl'dy) exoskeleton and a massive wing span with black markings. This species has the physical capability to fold their wings and antennas into a cloaked appearance, which looks reminiscent to the depictions of phantoms. When they take flight, their wings and antennas unfold, revealing their bodies. Their physical structure has similarities with a well-built human and a skull-like head. Necrofriggians from Kylmyys have blue skin and green eyes, Necrofriggians from Mykdl'dy have bluish-white skin and light blue eyes. Despite the adaptation to cold environments, the Necrofriggans have the curious ability to withstand extreme heat too: during their reproduction cycle, they are able to ingest even hot metal right from a smelting cauldron. They asexually reproduce once every eighty years: the first stage of their reproductive cycle is a sort of hunger state in which they devour anything metal; then, they build a nest with the digested metal in which they lay their eggs. Once the eggs hatch, their offspring fly off into space to feed on solar plasma.**

 **They possess ghost like abilities. They also have the ability to fly with the assistance of their wings, and make very little effort of actually flapping them. They can also become intangible when they want to go through obstacles, enemies or avoid weapon fire. They also breath vapors of cold air to immobilize their opponents or phase through them and freeze internally. Despite their frail appearance they are incredibly strong.**

* * *

While Ben transformed into his personal favorite, Feedback.

"FEEDBACK!" The electric alien exclaimed.

Everyone, or everypony around us were amazed by this as Moonlight giggled at us.

"Pretty "cool" don't you think?" I said making a pun as Feedback and Nega Dustin groaned.

"Dude! Seriously? Did you have to make a cruddy pun?" Feedback asked with a deadpan look.

"It was worth it." Apple Bloom and Twilight were asking row upon row of questions, buto decided to humor the two

"Well of you two like to know, Big Chill can freeze his enemies solid by breathing ice breath." I said while blowing ice breath on the ground to create an icy spot to demonstrate. "But he can also then invisible, phase through solid objects and even freeze them while phasing through them. Basically a phantom and a blizzard all on one." I said as I looked to Feedback as he cleared his throat.

"And as for Feedback, he can basically absorb and redirect electrical energy. Kibs? If you please." Feedback said as Kibbles fired a lightning spell at him, to which he absorbed using his antennae and fired the electrical attack into the air.

"Awesome!" Apple Bloom exclaimed with amusement.

"Eeyup!" Big Mac said with a nod.

"While we like to stay and chat a little longer, we might what to go see what Applejack is up to now. Bear Butter, if you like, would you mind watching over Moonlight until we get back?" I said as I unfolded my wings.

"No problem sugar." Pear Butter said with a nod.

"Thanks. Well we better get going. There's no telling what else Applejack will mess up." I said as we headed out to Fluttershy's cottage.

***At Fluttershy's Cottage***

"Oh Applejack! Thank you so much for offering your herding skills for the annual rabbit roundup." Fluttershy asked in her usually low timid tone.

"Ugh. Why are we doin' this?" Applejack asked.

"Well, lots of new baby bunnies have been born, so it's my job to get a count of all the new families." Fluttershy said.

"Fine. Can we just get on with it?" Applejack asked impatiently.

"Certainly, but remember, these are bunnies we're dealing with, not cows. They're a timid bunch and need to be treated gently." Fluttershy instructed.

"I do NOT need any direction on corrallin' critters. Right, Winona?" Applejack said as her dog Winona barked in respone.

"Okay, little bunnies! I need you to all gather here in the middle." Fluttershy said to the many rabbits.

"That's right! Let's go, bunnies. In the center. Hop to it. Swell. Just swell. Put 'em up, Winona!" Applejack said as Winona barked trying to corral the poor things.

"Applejack! Winona! Stop! You're scaring them." Fluttershy said with worry.

"We know what we're doin'. Get along, little bunnies." Applejack said as Winona continued to bark at the poor rabbits.

"Oh no." Fluttershy said with wide eyes.

***In Ponyville***

"STAMPEDE!" Rainbow yelled as the rabbits ransacked the town.

"Stampede!" Daisy yelped as ponies screamed and rabbits ran.

We were in Ponyville when we see a mare with pale, light grayish chartreuse green, a Moderate raspberry mane and tail with light raspberry streaks and a very pale yellow coat. She wore a jade green gardeners uniform. This was Rose, or also known as Roseluck.

There were tow other mares with her. One had pale, light grayish gold eyes, a light amber mane and tail with pale amber highlights and a pale, light grayish raspberry coat. She also wore a white Gardner's outfit. This was Lily Valley

The other had moderate spring green eyes, a pale, light grayish lime green and a pale magenta. She wore a yellow Gardner's outfit. This was Daisy.

"The horror, the horror." Rose said with sadness.

"It was awful." Lily Valley said with the same tone and expression.

"A disaster. A horrible, horrible disaster." Daisy said in anguish.

"What's the problem? What happened?" I said to the three.

"Our gardens, destroyed." Lily Valley said.

"Every last flower, devoured." Rose said.

"By... by... THEM!" Daisy said pointing towards the rabbit swarm.

"Holy crap that's a lot of rabbits." Ben said with wide eyes.

"Oh my. Oh... Please stop, little bunnies. Oh no! Please, let's go home. Oh my goodness." Fluttershy said with worry trying to catchall of them.

"All right. Enough is enough." Twilight said as I nodded.

***At Sweet Apple acres***

"Applejack is gonna get one hell of an earful out of this." I said as we spotted the made in question.

"Must *gasp* keep *gasp* buckin'... just *gasp* a few *gasp* more. Must finish harvestin'." Applejack said in between pants.

"All right, Applejack. Your applebucking hasn't just caused you problems, it's over-propelled Pegasus', practically poisoned plenty of ponies, and terrorized bushels of brand new bouncing baby bunnies. I don't care what you say, you. Need. Help." Twilight said.

"And by God we are not taking no for an answer!" I said in a it of anger.

"Ha! No, I don't. Look, I did it. I harvested the entire Sweet Apple Acres without your help. How d'ya like them apples?" Applejack said boastfully.

"Um, how do you like them apples?" Big Mac deadpanned

"Where'd all the apple...?" Applejack mumbled and sighed.

"Applejack. Applejack." I said getting her attention.

"Huh?" Applejack said.

"Oh, good, you're okay. Now Applejack, I completely respect the Apple family ways. You're always there to help anypony in need, so maybe you can put a little of your stubborn pride aside and allow your friends to help you." Twilight said.

"Okay, guys." Applejack said, surprising me.

"I am not taking "no" for an answer-what?" Twilight said.

"Yes, guys. Yes, please. I could really use your help." Applejack said with a smile.

"Well its about frickin' time!" I said with a smile. "Ben? You thinking what I'm thinking?" I asked Ben as we dialed our devices and I transformed into Ditto while Ben turned into Echo Echo.

"DITTO/ECHO! ECHO!" We both exclaimed before we both decided into five and each Ditto clone pressed into some of our stronger aliens while the Echo Echo clones transformed into speedy or agile aliens.

I, the main Ditto transformed into Four Arms

* * *

 **Ultimatrix Alien Database**

 **Species Name: Tetramand**

 **Given Name: Four Arms**

 **Tetramands are a massive species with four powerful arms, the average Tetramand is 10 to 12 feet tall with a dense armor-plated skin. Built for battle, Tetramands can take punishment as well as they can dish it out. With their incredibly strong legs, a Tetramand can leap blocks at a time at a height of several stories. While not necessarily martial artists, Tetramands have developed an arsenal of specialized maneuvers that makes use of their prodigious physiology. A favorite move is the "Big Smack" - a sonic wave produced by clapping all four hands together at the same time, which stuns an opponent into submission before a blow can even be landed. As Khoros' environment has evolved the Tetramand species into physical powerhouses, the species has sacrificed speed for their incredible strength and as such are slow and clumsy. This causes them to be weak against high speed enemies which tend to play against them using their agility and flexibility; a trait Tetramands are greatly incapable of defeating. Besides making them a huge target, the Tetramands' size also makes it difficult to get inside buildings or walk down a street without knocking things down. Bred for strength, much of the damage they inflict is often purely unintentional, which makes Tetramands almost as dangerous to their allies as they are to their enemies.**

 **They are a race of bloodthirsty warriors that constantly battle and conquering other tribes, seeking glory and recovering past's relics for an advantage over enemies. Currently, Warlord Gar Red Wind is ruler of the Tetramands. When forming alliance or received anything like weapons, etc. They must prove their worth by combat. If an outsider like if the male challenger defeats the warlord's daughter, not only the winner received the possession he fought for. But, a bride (warlord's daughter) and the marriage event is set in three years (Earth's years). The female Tetramands are loyal to the strongest male that defeated them and set to marry him. Their technology is more of Bronze Age, they wear Greek/roman battle armor clothing and warriors wear gladiator-like clothing. They are specialists of building indestructible Khoros Engines and warships, powerful weapons like war sledgehammers, swords etc.**

* * *

Ditto number 2 transformed into Humongousaur.

Ditto number 3 transformed I to Kicktsune

* * *

 **Species Name: Vulpisapien**

 **Given Name: Kicktsune**

 **A race of humanoid foxlike aliens with nine tails. They wear basically attire similar to a bancho uniform. They have a sense of honor much like the people in Asia. Vulpisapiens aren't afraid to fight and they are not pushovers. They always greet with a bow as a sign of respect. Their culture is much like that of ancient Japan. They rely on a Shogun and much like the Japanese. Their architecture, food, music, art, agriculture weaponry, so much of their culture is much like the Japanese cultures.**

* * *

Ditto number four transformed into Armodrillo

* * *

 **Species Name: Talpaedan**

 **Given Name: Armodrillo**

 **The Talpaedans are a strong, armadillo-like species from Terraexcava, a planet in the Andromeda Galaxy. Talpaedans have hard armored skin. Their arms contain jackhammer parts, which are also present on their hands and other places. They have a tail. They have four fingers and three toes. Talpaedans can move through solid earth and rock. Talpaedans are heavily armored and have powerful, organic pneumatic drills built into their forearms, which they can use to create earthquakes, dig tunnels, pummel enemies and batter buildings, even mountains, down to rubble. Talpaedans have a jackhammer punch, so when they throw just one punch at an enemy, it is like being hit a hundred times. Talpaedans have incredible strength, being shown to throw large robots with ease.**

 **Talpaedans look like a cross between rodents and robots. Their heads look similar to a Greek Corinthian helmet. They have yellow hard armored skin, with a black, grey and yellow color scheme. Their arms contain jackhammer parts, which are also present on their hands and other places. They have a grey tail, four fingers and three toes.**

 **Talpaedans' predatorial species is the Slamworms.**

* * *

And Ditto number five transformed into Prime-8

* * *

 **Species Name: Octosimian**

 **Given Name: Prime-8**

 **Octosimians are aliens that resemble bipedal gorillas with eight arms. Octosimians are very strong and agile as they can even outmatch a Tetramand with two of it's a eight arms. They are also very durable as they can stop speeding bullets and are very intelligent as they can best a Galvan in a game of wits very easily.**

* * *

Ben, who was the main Echo Echo transformed into Wildvine

* * *

 **Species Name: Florauna**

 **Given Name: Wildvine**

 **Florauna are a plant-based sapient species originating from the planet Flors Verdance, while some were seen on Xenon. Florauna are plant-based aliens with five legs, four-fingered claws, Venus Flytrap-shaped flaps covering their heads and 1 eye.**

 **Florauna live in large colonies. If any intruders are detected in their colony, they will not stop attacking them until they capture at least one as a sacrifice to the colony's chief. Florauna are protective on their land and will attack any plant or animal.**

 **Sentient vegetation, Florauna possess all the adaptive abilities of the plant life they come into contact with. Florauna can grow any part of their bodies at will, allowing them to stretch their limbs or grow spikes at will (thus making sharp claws). Florauna have regrowable seeds on their backs that can be used as explosives, knockout grenades, or smoke grenades. Florauna vines are quite strong, being able to hold down a Tetramand long enough to capture a human. Another adaptation Florauna have is that they can merge with plant life, like a tree**

* * *

Echo Echo number two transformed into Fasttrack

* * *

 **Species Name: Citrakayah**

 **Given Name: Fasttrack**

 **Citrakyahs are feline-like aliens with a black suit-like color scheme. Their hands, legs, part of their head and chest are colored blue. They have spikes on their hands and legs. They also have black mask-like fins around their green eyes. Citrakayahs can run very quickly and leave a blue trail when they run, similar to the trail Kinecelerans leave. They are also fairly strong, able to carry both human-sizes aliens like Tack and Hulka without losing any speed.**

 **Chalybeas is the Citrakayah's home planet.**

* * *

Echo Echo number three transformed into XLR8

* * *

 **Species Name: Kineceleran**

 **Given Name: XLR8**

 **inecelerans are a species from the planet Kinet. Kinecelerans live their lives in a constant rush. They are gangly and naturally awkward. Kinecelerans aren't fighters and are prone to acting without thinking. Kinecelerans have blue faces and skin. They have a long, prehensile tail that may or may not have black stripes on it. Their feet have wheels on them, which enables them to travel quickly. They have white eyes. Kinecelerans have a mask which can cover their face. They typically wear helmets, which are usually are black, long, elliptical, and pointed at the top. These helmets could have visors or glasses.**

 **Kinecelerans are able to reach speeds of more than 500 miles per hour. This extreme speed comes from manipulating friction, enabling them to run up walls. In The Unnaturals, it was revealed that XLR8 can accelerate so quickly that time appears to completely halt to him. Kinecelerans are able to create tornadoes by generating a centripetal vacuum powerful enough to lift a To'kustar, either by running in a circular pattern or spinning at high speeds. Kinecelerans have very high dexterity, able to type on keyboards or keypads at high speeds. Kinecelerans with claws can use them to cut through many materials. In Back With a Vengeance, when Kevin 11 was pushed and almost fell of the cart, he used his Kineceleran tail to hang on to the wire. This shows that Kinecelerans have prehensile tails. Kinecelerans can't run on non-solid ground like mud, ice and especially water (which causes a major shock from the static buildup). However, XLR8 is capable of running on water and ice, although he has poor control on ice. While Kinecelerans can run fast, they are not built for battle; They are lacking in physical strength, and most of them do not have the disposition to stop and come up with a strategy.**

* * *

And the final Echo Echo transformed into Spidermonkey."

* * *

 **Species Name: Arachnichimp**

 **Given Name: Spidermonkey**

 **Arachnichimps are a species from the planet Aranhaschimmia. Their evolved counterparts are Evolved Arachnichimps. Arachnichimps are blue colored, monkey-like aliens with four arms, four or six eyes and two legs. They also have three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with a stripe design. The eyes of an Arachnichimp with four eyes are yellow with black pupils while the eyes of Arachnichimps with six pupils are pure black. Like Humans, Arachnichimps can have different styles of head hair. Infant Arachnichimps have larger lower eyes.**

 **Arachnichimps have the ability to expel webbing from their tail, which were once stated to be as strong as steel, although Cerebrocrustaceans are shown to be strong enough to rip them. Arachnichimps can use their sticky fur to cling to and scale vertical surfaces. Arachnichimps have superhuman strength, enough to swing a lamp post like a bat. Arachnichimps have enhanced agility. Due to their extra limbs and prehensile tail, Arachnichimps have extraordinary dexterity, which gives them an advantage in close-quarters, hand-to-hand combat. Arachnichimps have hearing superior to a human's, as Simian could hear Gwen and Kevin talking about him from across a room.**

 **Arachnichimps can get tangled in their own webs. Their webs can also be frozen and made brittle enough to break with minimal difficulty.**

* * *

Spike then pulled out a parchment and a quill, Meaning Twilight is about to send a letter to Celestia.

"Dear Princess Celestia,

My friend Applejack is the best friend a pony could ever have, and she's always there to help anypony. The only trouble is, when she needs help, she finds it hard to accept it, so while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer.

Your faithful student,

Twilight Sparkle

A few minutes later

We all were really harvesting here. With the strength of Four Arms, Humongousaur Kicktsune, Armodrillo and Prime-8 plus Wildvine's elasticity, Spidermonkey's agility and the speed of both XLR8 and Fasttrack, Applebuck Season will definitely go by a lot faster. Kibbles, Julie, Ship, Fluttershy, Rainbow Dash, Pinkie Pie and Spike also came in to help as well.

"How about y'all take a little break? I got some fine apple juice waitin' for ya! Everyone, I can't thank you enough for this help. I was acting a bit stubborn." Applejack said thankfully.

"A bit?" Twilight said with a raised brow.

"Okay. A mite stubborn, and I'm awful sorry. Now, I know the town gave me the Prized Pony award, but the real award is having youguysy as my friends." Applejack said with a thankful smile.

"Phew! That applebucking sure made me hungry." Rainbow Dash

"Yeah. I could definitely go for some chilli fries right now." Ben said with a grin.

"Only you Ben would go for Chilli Fries." I said shaking my head with a grin.

"Well I've got the perfect treat." Spike said pulling out the muffins from earlier.

"Eeew... Spike, I threw those all away. Where'd you get them?" Pinkie said with disgust.

"From the trash." Spike said as we all were now disgusted.

"Ugh! For God's sake man!" I said feeling I was about to lose my lunch.

"Just a little nibble? Come on." Spike said as we all were grossed out.

"I'm never gonna want to eat muffins again." Nega Dusti said cringing.

"I think I lost my appetite." Ben said with disgust.


	8. Birds of a feather

**Dustin x Kibbles x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Little Strongheart x Coloratura x Mane-iac (reform, dna stolen and clone it) x Cherry Jubilee x Milky way (OC) x Fleetfoot x Moon Dancer x Queen Chrysalis x Tree Hugger x Flitter x Cloud Chaser x Gleaming Shield x Princess Skystar x Songbird Serenade**

 **Ben x Julie x Lyra Heartstrings x Bonbon x Octavia x Vinyl Scratch x Gilda x Princess Ember x Button's Mom x Berry Punch x Derpy Hooves x Maud Pie (pinkie pie sister) x Tempest Shadow aka Fizzlepop Berrytwist x Daring Do x Roseluck x Lily Valley x Daisy x Gloriosa Daisy (equestria girls) x Juniper Montage x Minuette x Zecora x Wallflower Blush x Spitfire x Coco Pommel x Lady Tirek x Princess Skystar x Power Ponies (original version) x Sunshine Smiles x Moonlight Raven**

 **Nega Dustin x Photo Finish Fleur de Lis x Cheerilee x Spitfire x Flitter x Cloud Chaser x Aloe x Lotus x Starlight Glimmer x Gabby x Sunny Flare x Sour Sweet x Indigo Zap x Sugarcoat x Lemon Zest x Violet Blurr and Pixel Pizzaz (EQG) x Limestone Pie and Marble Pie (Pinkie Pie sister) x Surprise (Pinkie Pie cousin) x Rainbow Dash (EQG) x Fluttershy (EQG) x Applejack (EQG) x Pinkie Pie (EQG) x Rarity (EQG) x Sci-Twi (Human Twilight) x Queen Umbra**

 **Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**

* * *

"Normal Speech"

' _Thoughts_ '

Songs

"YELLING"

 **Ultimatrix/Omnitrix Alien Database**

* * *

 **Birds of a feather!**

* * *

It was a fine day outside as usual as me, Ben, Julie, Nega Dustin , Kibbles, Twilight and little Moonlight Sonata were outside enjoying the day. Of course Pinkie was there telling us about Rainbow Dash's awesomeness.

"Hoof-biting action overload! She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down-swoosh-and right before she hit the ground-shoom-she pulled up-vrrrmmm!" Pinkie rambled on as We listened, and Moonlight was giggling

"Uh-huh." Twilight said with boredom.

"Bet she could even outfly Jetray or even Astrodactyl." Ben said to me as I just shrugged.

"And then she looped around and around like whoo whoo whoo whoo whoo whoo whoo!" Pinkie said as Moonlight continue to giggle at Pinkie as she seemed to enjoy the show.

"Uh-huh. Phew." Twilight said as suddenly Rainbow Dash flew by.

"Rainbow Dash!" Pinkie Pie shouted to the cyan pegasus.

"Pinkie Pie? Not again." Dash said with a grunt.

"Hey there Rainbow Dash." Kibbles greeted.

"Not now, guys." Rainbow Dash while in flight.

"But, but Rainbow Dash–" Julie said.

"I'm in the middle of something." Rainbow said.

'"But–" I said

"I said not now—" Rainbow said as she suddenly crashed onto a mountain.

"Oooh!" Ben, Nega Dustin and I cringed at the sight as Moonlight Serenade giggled.

"We were gonna tell you to look out for that mountain." Pinkie said as Rainbow Dash grumbled.

"I hope she's alright." I said with a hint of worry.

Later

Me, Kibbles and Twilight were walking around the town and noticed Pinkie Pie asking where Rainbow Dash was. She then noticed us as she came hopping towards us.

"Hey guys, have you seen Rainbow Dash anywhere?"

"Isn't she right up there?" I said pointing upwards as Dash was there.

"Rainbow Dash." Pinkie said as Rainbow Dash flew away at point blank speed. Of course Pinkie went to go follow, hopping along the way, leaving me, Kibbles and Twilight confused.

"Wonder what Pinkie needs Dash for?" I said in curiosity.

"No telling babe." Kibbles said.

"I'll admit dude, that girl is pretty random." Said a familiar teen voice, we turn to see Kevin, Gwen, mom, dad, Erena, Emille and Ovi there.

"Hey guys. What brings you here?" I asked happy to see my friends and family.

"We came to visit you guys. And to see our little grand child." Mom said with glee.

"Speaking of which, where are Ben and the others?" Gwen asked with a raised brow.

Twilight: "Probably helping the girls put or at the library with spike. Would you guys like to come with is to the library?" Twilight asked with politeness.

"Thanks. Plus I love to see our little niece again." Erena said with a squeal.

"Alright then, onward." I said as we were on pur way to the library.

***Meanwhile***

Once Rainbow Dash got to a good enough distance, she sighed in relief.

"That was close." Rainbow said, but little did she know was that there was no outrunning the pink party planner.

"Hi!" Pinkie said, startling the poor rainbow haired pegasus. She flew off to a different spot, but Pinkie caught up to her.

"Hi again." Pinkie said as Dash flew off an ever farther location, but Pinkie was there yet again.

"Pfeh. I need a favor, Rainbow Dash." Pinkie said, startling the speedster yet again. How she does this, we may never seven know.

"Waaa-oh, forget it." Rainbow Dash said in frustration.

"I totally promise it'll be totally fun."

"Okay." Rainbow sighed.

"Over to the right. No no, a little to the left. Oh wait, back to the right. Now a little leftish while staying rightly. Stop. Hmm. Maybe a few inches to the south. Now a couple centimeters north. Okay. One more smidgimeter to the—" Pinkie said as Rainbows eye started to twitch in annoyance.

"Pinkie Pie!" Rainbow shouted.

"Uh, I mean, perfect. Now wait for my signal." Pinkie said as Spike was walking while humming a tune. Then suddenly the sound of thunder was heard, scaring the poor drake as he was struck by a lightning bolt.

"D-aah! *hiccup*" Spike hiccupped.

"Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie laughed as Rainbow began to chuckle. Spike chuckled as well.

"Good one, Pinkie *hiccup* Pie. *hiccup* You're always pulling a fast one *hiccup* on me. *hiccup* Nnaa—" Spike said in between hiccups.

"Oh no, you're not hurt are you?" Pinkie said worried she may have hurt him.

"Ne-*hiccup*-eh, don't be *hiccup* silly, dragons are *hiccup* fire-proof." Spike said while hiccupping.

"Oh, okay, good." Pinkie said as both she and Rainbow Dash laughed.

"I wish the same thing *hiccup* were true with scrolls." Spike said as both mares continued to laugh as Spike still hiccupped.

"Have you ever seen anything more hilarious?" Pinkie said laughing still.

"I can think of one thing." Rainbow Dash said as Pinkie giggled and hiccupped.

"I didn't take you for a prankster, Pinkie Pie."

"Are you *hiccup* kidding? *hiccup* I love to pull pranks. It's all *hiccup* in good fun, and Pinkie Pie lo-*hiccup*-oves to have *hiccup* fun! *hiccup*" Pinkie said in between hiccups.

"You know Pinkie Pie, you're not as annoying as I thought." Rainbow said to the pink haired girl a she hiccupped.

"You wanna hang out?" Rainbow dash asked.

"*hiccup* That'd be *hiccup* I'd really *hiccup* When do *hiccup* I mean *hiccup* When would you *hiccup*" Pinkie hiccupped, trying to amser the question.

"A simple nod would do." Rainbow said.

"Mmm-hmm." Pinkie said while nodding her head yes.

"Rainbow Dash: Is she even home?" Rainbod dash asked.

"I don't know. This is gonna be gold." Pinkie said.

With Dustin and friends

We were sitting in an open field having a ppicnicoutside. Mom of course was holding Moonlight Serenade as Dad had his finger held in her tiny hand.

"Oh honey, she reminds me of so much like you and your sisters when you were born." Mom said enjoying holding Moonlight Serenade.

"I'll bet they would've looked adorable." Twilight said as Mom handed Moonlight to Dad and pulled out a book, and I went as white as a ghost.

"Oh god no! Mom you didn't!" I said Erena and Emille also looked mortified.

"Oh I did honey." Mom said with a smile as Twilight looked interested.

"Ohohoh this I gotta see." Kvevin said as Gwen couldn't help but agree.

"Now that you mention it, we never go to see any of his baby pictures Mrs. Honjou." Gwen said as I looked at the two with wide eyes.

"You two fricking serious? Ben, Kibbles, help me out here."

"Sorry dude, but I'm with your mom on those one." Ben said with a snicker.

"I wanna see too." Julie said.

"Come on babe, I never got to see your pictures." Kibbles said.

"Sorry kiddo, looks like its eight against three." Dad said as mom put down the photo album and there were most of our baby pictures.

"Perhaps we should start with the day Dustin was born." Mom said as Gwen, Julie, Kibbles and Twilight awed while Kevin and Ben were enjoying the show of me, Erena and Emille being embarrassed.

"Oh dear god, somebody just blow my brains out." I groaned Pinkie managed to put hot sauce in my drink while nobody was looking.

"Pffft, looking good dude in those photos." Kevin said as I looked at Kevin and Ben with a slight glare.

"Okay Levin Ethan Levin, I'll remember that when we visit your films place. That means you Benjamin Kirby Tennyson." I said as Kevin and Ben ceased their snickering.

"Dude. How many time have we said not to use our full names!" Kevin said.

"You know he hate that dude!" Ben glared

"Not so fun now is it Benny boy?" I said as Ben growled as Kevin laughed.

"Pffft! Benny boy? Hahaha!" Kevin laughed.

"What's so funny, Kevin E. Levin?" I said with a triumphant grin as Kevin glared.

"Okay, that's just stroking the fire dude!" Kevin growled.

"Oh settle down boys. Oh and here are Erena and Emille's pictures."

"MOM!" Erena and Emille groaned in embarrassment. I went to take a sip but then suddenly my mouth was on fire.

"Aaaahhhh! Oh dear god!" I screamed as I ran to the nearest stream. I submerged my head in the stream to calm my burning mouth.

"Dustin, what's gotten I to you?" Kibbles asked as I surfaced and thankfully my mouth was no longer burning.

"Hahahahahha!" Laughing was heard in the distance.

"Hmm?" Twilight said as we turned to see Pinkie and Rainbow laughing like a bunch of maniac. Rainbow even held a video camera recording the whole thing.

"Hehehehe! Hot sauce in the drink prank. Made that my self!" Pinkie laughed.

"Oh dear Celestia, I'm so glad I got that on video!" Rainbow laughed as I glared at the two.

"Oh you two think that's funny, well let's see how you like this!" I said as I dialed up the Ultimatrix and transformed I to Wildmutt. I roared at the two, scaring the two senseless.

"AHHH! RUN FOR IT! MAD DOG ON THE LOOSE!" Pinkie shouted as she and Rainbow ran off as I began to chase after them, but Nega Dustin levitated me, much Tommy protest.

"Down boy!" Nega Dustin said as I calmed down and reverted back to normal.

"Serves you right Hogan." Kevin snickered as Ben laughed.

"Oh laugh it up bastards!" I said as Kibbles lightly slapped me.

"Ahem! Little ears here!" Kibbles said as she pointed to Moonlight who was playing with Ovi.

"Sorry babe." I said calming down.

With Pinkie and Rainbow Dash

The two pranksters were laughing after they pulled a prank when they soaked Applejack by dumping water.

"Who're we gonna squirt? Who're we gonna squirt?" Pinkie said.

"Fluttershy." Rainbow Dash said chuckling.

"WHAT? Nononononono, we can't prank Fluttershy, I mean, she's so sensitive. It'll hurt her feelings, even our most harmless prank." Pinkie said with wide eyes.

"Yeah, you're right. Huh. We need another victim who's made of tougher stuff. So, who's it gonna be? And I know its not gonna be Dustin again, he seemed really mad about that hot sauce prank." Rainbow said shivering from earlier.

"Yeah. Oh, I've got someone in mind. The toughest around." Pinkie chuckled.

"Oh, awesome. Who? Who? Do I know them?" Rainbow asked.

"Oh, yes. You're very close." Pinkie giggled.

"Good one, Pinkie Pie." Rainbow Dash Chuckled as Pinkie laughed.

* * *

The Next Day with Dustin and company

* * *

Me, Kibbles, Twilight, Ben, Julie, Kevin and Gwen were walking through town while Mom and Dad were having a play date with Moonlight Serenade and Nega Dustin, Erena, Emille and Ovi were back at the Library helping Spike.

We then see a Pinkie and Rainbow with a humanoid griffon.

She had light brilliant amber eyes, a moderate gamboge coat, her head was white head with pale light grayish heliotrope edges and her wings were moderate gamboge. She wore a black tank top with holes n the back for her wings, a pair of baggy green cargo pants with a hole for her tail to go through, and a pair of black leather boots. She had a punk look to her.

"Morning girls. Whose this?" I asked the two as Rainbow, Pinkie and the griffon girl looked towards us.

"Mornin', guys. This is Gilda. Gilda, these are some of my other pals Dustin, Kibbles, Julie, Ben, Kevin and Gwen." Rainbow said introducing us.

"Hey. What's up?" Gilda said.

"Cool, never thought Griffons existed here I this world." Ben said with a grin.

"What's a griffon?"

A griffon is a creature with the head and wings of an eagle and the body of a lion. Though they were just considered as myths from where our world." I said as Pinkie said.

"And all awesome. Raa. Heh-haa. Yeah, that's right. And I see you guys are the humans I've been hearing about." Gilda said with curiosity.

"Yes. That's us. So you guys know each other Dash?" I asked Rainbow Dash.

"Gilda's my best friend from my days at Junior Speedster flight camp. Hey, remember the chant?" Rainbow said to the griffon girl.

"Sha, they made us recite it every morning, I'll never get that lame thing out of my head." Gilda said with a light scowl.

"Sooo..." Rainbow said to Gilda.

"Ugh. Only for you, Dash." Gilda said as she cleared her throat.

"Junior Speedsters are our lives, Sky-bound soars and daring dives, Junior Speedsters, it's our quest, To someday be the very best!" Both Rainbow and Gilda said as Pinkie and Kevin laugh once they finish.

"Alright guys, we gotta get moving. See you ladies around later." I said as we walked off.

"Yeah. Pleasure meeting you Gilda." Kibbles said as Gilda nodded.

"See ya guys later." Rainbow Said.

"Oh that was awesome, and it gave me a great idea for a prank. Gilda, you game?" Pinkie asked Gilda.

"Huh. Well, I groove on a good prank as much as the next griffon. But Dash, you promised me we'd get a flying session in this morning."

"Yeah, uh, well, Pinkie Pie, you don't mind, do you? Gilda just got here. We'll catch up with you later."

"Um, well sure, no problem. Have fun you guys, I'll, uh, just catch up with you-*sigh* later." Pinkie Pie said as she blows the party hooter very sadly.

***With Gilda and Rainbow Dash***

Gilda and Rainbow Dash were laughing after they had that flying session.

"Whoa, that was sweet. Just like old times."

"Yeah, only faster. So now what?" Rainbow asked as suddenly Pinkie Pie pooped out of nowhere.

"Hey there." Pinkie Pie said, startling the two. Pinkie was in so e sort of flying machine.

"Huh?" The two asked.

"It's later. And I caught up." Pinkie said with her trademark smile.

"Pinkie Pie, you are so random." Rainbow said.

"Hey Dash, think you got enough gas left to beat me to that cloud?" Gilda challenged.

"A race? You are so on." Rainbow Dash said.

"One, two, three, go." Gilda said as both flew off to the cloud.

"Hey!" Pinkie exclaimed.

"I win." Rainbow said in victory.

"As if. I won, dude." Gilda said.

"No way." Rainbow said.

"Yes way." Gilda said with a smug grin.

"Oh, come on, I was way ahead of you." Rainbow said with narrow eyes.

"Uh, I don't think so." Gilda said with a smirk.

"Oh Geez, dream on." Rainbow said.

"Remember back in camp? I–" Gilda asked but Rainbow interrupted.

"There is no way you beat me." Rainbow exclaimed.

"Whatever." Gilda waved it off.

"Wow guys, that was really close, but I think Rainbow Dash beat you by a teeny weeny itty bitty hair, or a teeny weeny itty bitty feather."

"Hah, see? Good thing Pinkie Pie's here to keep you honest, G."

"Okay... Dash, last one to that cloud up there is a gnarly dragon egg. Go!" Gilda said before looking at Pinkie. "I think the high altitude is making you dizzy."

"Wait, guys! Oh wow, you guys almost got away from me that time." Pinkie said to the two.

"So, Dash, got any new moves in your tricktionary, or are you 100% old school?"

"New moves? Heh, sit back G, this is gonna take a while." Rainbow Dash said as she dashed off.

"Hey Pinkie, c'mere." Gilda said with a beckoning finger.

"Yeah?" Pinkie said.

"Don't you know how to take get lost for an answer? Dash doesn't need to hang with a dweeb like you now that I'm around. You're dorkin' up the skies, Stinkie Pie, so make like a bee and BUZZ OFF." Gilda said as she messed up Pinkies flying machine, causing Pinkie to gasp and fall, screaming as she did.

"Try matching that. Hey, where's Pinkie Pie and her crazy contraption?" Rainbow asked unknowingly.

"Eh, she left. Something about being as busy as a bee." Gilda said hiding her crime.

***With Dustin and the others***

We all were at the park when I heard somebody screaming.

"You hear that?" I asked the others as we looked up and saw Pinkie falling from the sky.

"Oh God!" Kibbles said as Gwen used her powers to summon a pink energy slide to help break Pinkie's fall.

"My god, Pinkie! You okay?" I asked as we ran to her.

"Yeah, you could've end flattened like a pancake." Kevin said.

"That girl Gilda broke my flying machine I used to get to Gilda and Rainbow Dash. Hmph!" Pinkie said folding her arms as I looked to we the wrecked up machine.

"She did that?!" I said with a not of anger in my tone."

"So Pinkie Pie, are you sure that this friend of Rainbow Dash is really so mean?" Twilight asked hoping this was not the case.

"Um, yeah. She keeps stealing Rainbow Dash away, she pops my balloons, and she told me to buzz off. I've never met a griffon this mean. Well, actually, I've never met a griffon at all, but I bet if I had, she wouldn't have been as mean and grumpy as Gilda." Pinkie said with anger.

"You know what I think, Pinkie Pie." Twilight asked with a tasked eyebrow.

"Hmm?" Pinkie asked

"Well, I think... you're jealous." Twilight said.

"Jealous?" Pinkie asked with wide eyes.

"Green with envy. Well, in your case, pink with envy." Spike said.

"I don't know Twi. This wreckage clearly has some scratch marks on it." I said looking at the wrecked ship. I then transformed into Upgrade to fix the wrecked the ship and reverted back once it was fully repaired.

"Probably some bird." Kevin said.

"Really Kevin, what bird could be big enough around here to scratch something like this. Besides I think Gilda is not as innocent she seems." I said with a frown.

"I agree with Dustin on this one." Nega Dustin said with, making Pinkie smile a bit.

"Judging by her aura, I know she's selling the truth." Gwen said siding with me and my brother.

"Oh come on guys, surely this must be some kind of misunderstanding. Gidla doesn't seem like the bad guy."

"Well, yes. Jealous. Listen Pinkie, I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump. I mean, perhaps it's you, Pinkie, who needs to improve her attitude." Twilight said.

"Improve my attitude? But I... D... B.. It's Gilda that... D... Are you seri..." Pinkie stutters as she screams in frustration in and storms off.

"Twi, no offense, but you might be wrong about this." I said as Twilight looked offended by my words.

"Uh, excuse me?" Twilight growled a bit.

"Look I'm saying that Pinkie may be on to something. Sure she's a bit immature, random and crazy, but she is not a liar." I said with narrowed eyes.

"I didn't say Pinkie was lying, I was saying she was making false accusations!" Twilight said with a glare.

"Well you never knoo until you know the other side of the story." I said with a growl.

"Agreed. I may not no this Gilda girl, but from what Pinkie has informed us, I suspect that Pinkie's words may be true." Nega Dustin said as Twilight looked angry.

"I cannot believe what I'm hearing!" Twilight growled.

"Believe what you want! I on the other hand am going to have a little talk with Gilda." I said as Erena and Emille got in front of me. "Move aside girls." I said.

"Onii-chan, don't you think you're overreacting a bit?" Erena said.

"No. Now get out of my way, now!" I growled warningly, but the two didn't budge.

"Ugh fine. If I won't go through you I'll go over you." I said as I used a simple teleportation spell to teleport right behind them.

"Onii-chan!" Emille called out to me but I ignored her.

"Let him go girls." Mom said shocking everyone present.

"Mrs. Honjou, you think Pinkie might be right?" Spike asked mom.

"I don't know honey. But of there's me thing my son doesn't like, its seeing somebody hurt the ones he cares for most." Mom said to Spike

"Well if Mr. Know-it-all want to do this than fine by me." Twilight said with a bit of anger.

"Well I have to agree with Dustin too Twilight." Kibbles said, further stroking Twilights fire.

"Of course you would." Twilight grumbled.

Later

"Maybe Twilight is right. Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental jealous-jealousy-pants." Pinkie said sitting on a bench sipping a drink.

"Hey Pinks, mind if I join you" I said startling the Pink haired girl.

"Jeez-Louise Dustin don't scare me like that! How long have you been standing there anyway?" Pinkie asked composing herself.

"Just now. So, may I join you?" I asked politely.

"Sure." Pinkie scooted over and I sat next to her.

"You know Pinkie, I think there's something up with Gilda.

"You think so? Twilight may be right." Pinkie said with uncertainty.

"I noticed claw marks on the machine you built, so I know Twilight is just making assumptions. Also I managed to fix your wrecked flying machine by the way." I said as Pinkie looked at me.

"Really? How?" Pinkie asked.

"An alien I have called Upgrade. He can merge with, control and, as his name implies, upgrade machines." I said as we heard Rainbow and Gilda.

"That was sweet. Ugh, I gotta take care of a few weather jobs around here. Shouldn't take long. Just, uh, hang out in town and I'll come find ya." Rainbow said.

"That's cool, I guess. I'm gonna go chow down." Gilda said.

"Later." Rainbow said as she flew off.

"Aaah! A rattler, a rattler! Run for the hills! Everybody forsake yourselves!" Granny Smith said as she saw a fake snake.

"This stuff ain't fresh, dude." Gilda said rudely.

"Aw, poor Granny Smith, she didn't know it was a joke. How mean. No, no, I can't misjudge her. It was kind of a funny prank, I guess."

"I knew it! I freaking knew it!" I said with a growl.

"I did misjudge her. She's not only a meanie mean-pants, she's also a thief. Nonononono, she might give it back. It's just a joke." Pinkie said.

"I wouldn't be so sure Pinkie." I said as we then saw Fluttershy with a bunch of ducks.

"All right little ones, this way, this way. Mama duck, you're free and clear." Fluttershy said kindly to the animals.

"Hey." Gilda said.

"Please excuse me." Fluttershy said kindly.

"I'm walkin' here." Gilda growled rudely.

"Oh, um, I'm sorry. I-I-I was just trying to..." Fluttershy stuttered timidly, scared now. Just the sight of this made my blood boil.

"I'm sorry, I'm sorry. Why don't you just watch where you're going, doofus?" Gilda mocked.

"B-b-b-but I... I..." Fluttershy said as Gilda roared at her, causing Fluttershy to bleat and sob.

"Ugh, please, all these lame ponies are driving me buggy. I gotta bail." Gilda said but I growled.

"Oh hell to the freakinh no! Hey!" I said, getting her attention. Pinkie went to confront Fluttershy.

"Oh its you, Dustin right?" Gilda said with her grin.

"Yeah. And let me tell you something missy, if you think I'm on an let you push around my friends like that, than you lost you're damn mind!" I said, causing Gilda to get get a bit angry but she managed to calm herself.

"I don't know what you mean?" Gilda said acting innocent.

"Oh cut the crap! I for one saw you roar at Fluttershy like some mad animal, steal from Granny Smith!" I said loosing my cool fast. Gilda seemed to get a bit angry.

"So what! I'm the only friend Rainbow needs. Not some of these softies and especially not some freaks like you!" Gilda said as I was nearly close to wrangling her.

"Look here you oversized pheasant! The reason I haven't kicked your sorry ass is because you're a friend of Rainbow Dash! That and I'm not one to hit a girl!" I growled as Gilda just scoffed.

"I don't need this from some hairless ape. I'm outa here!" Gilda said flying away.

"Christ! What a bitch!" I growled as I walked to Fluttershy and Pinkie.

"Hey Flutters. You okay?" I said to Fluttershy as she hugged me and sobbing.

"Thank you for standing up to me. I was so scared! " Fluttershy cried as I rubbed her back, claiming her down.

"Its okay Flutters. Shh!" I said soothing her.

"She's a grump, and a thief, and a bully. The meanest kind of mean meanie-pants there is. I can take it, but no one treats Fluttershy like that. No. One. This calls for extreme measures, Pinkie Pie style." Pinkie said with anger.

"Mind if you let me in on this plan of yours Pinkie? I think its about time we make that Pidgeon learn the meaning of respect." I said with a grin.

At Sugarcube Corner

"Hello evrypony, glad you all could make it." I said welcoming everybody.

"Who's this Gilda I've heard nothing about?" Applejack asked.

"I hear she's an old friend of Rainbow Dash. A griffon, so rare." Rarity said.

"You've met Gilda, right? What's she like?" Twilight asked Fluttershy.

"Oh, um, well, I'll tell you later, Twilight." Fluttershy said with her usual quiet tone.

"I'll admit. Pinkie sure knows how to throw a party." Gwen said.

"And it's a good thing she and Dustin invited us here." Sparky said as he was present with Bella, Nasara and Fenika.

"Yeah man. This party is bangin." Basara said.

"Hello, welcome to the party." I said with Pinkie Pie as Fluttershy approached me and Pinkie.

"Um, Dustin, Pinkie Pie, about this party for Gilda. Umm... Do you guys really think it's a good idea? I mean–" Fluttershy stammered.

"Don't worry your pretty little head about mean old Gilda. Your auntie Pinkie Pie's got it all taken care of." Pinkie said.

"I'm a year older than you." Fluttershy said.

"Besides, I'm not gonna let that big pidgeon get away with everything she did." I said to Fluttershy. Sure enough the guest of honor came, and it was none other than Gilda.

"Gilda! I'm so honored to throw you one of my signature Pinkie Pie parties, and I really, truly, sincerely, hope you feel welcome here amongst all us pony folk." Pinkie said shaking Gilda's hand, or claw, only for Gilda to get a slight shock, cauinng everyone present to laugh.

"Pffft! Well you were in for a "shock"." I said as everyone laughed at my joke, well except for Gilda, Kevin and Ben.

"Seriously dude?" Kevin asked.

"Aw stow it Levin that was funny." I said.

"Oh Pinkie Pie, the old hoof-shake buzzer. You are a scream." Rainbow Dash chuckled.

"Yeah uh, good one, Pinkie Pie." Gilda chuckled nervously.

' _We gocha right where we want ya._ ' I thought with a grin.

"Come on G, I'll introduce you to some of my other friends." Rainbow said

"Right behind you Dash." Gilda said looking at Pinkie. "I know what you're up to."

"Great." Pinkie said.

"Rrrh. I know what you're planning." Gilda whispered.

"Well, I hope so. This wasn't supposed to be a surprise party." Pinkie giggled.

Gilda then looks at me. "And I get the feeling your involved in this too freak."

"Oh, what ever do you mean?" I said acting innocent.

"I mean, I've got my eye on you two." Gilda said angrily.

"And we got our eye on you. Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash. Let's honor her and welcome her to Ponyville." Pinkie said as everyone present began to ponies cheer.

"Please help yourself." Pinkie said.

"Vanilla lemon drops. Don't mind if I do." Gilda said as she ate one, but her mouth was now on fire. "HOT!" Gilda yelled.

"G, the punch." Rainbow said giving her a cup of punch. But the cup was dribbling.

"Huh?" Gilda said as we laughed.

"Well, whaddya know, pepper in the vanilla lemon drops, and the punch served in a dribble glass." Pinkie giggled.

"Yeah. I still remember when you slipped that hot sauce in my drink earlier Pinks." I said laughing my ass off.

"Youre not still mad about that are ya?" Pinkie asked me.

"Nah! I was earlier but I'm not one to hold grudges." I said laughing at the sight.

"Ha. Priceless. Priceless." Rainbow Dash said with laughter.

"Yeah, hilarious." Gilda said slowly losing her patience.

' _Oh this is only the tip of the iceberg._ ' I thought.

"Hey G, look, presents." Rainbow Dash said motioning to a bunch of presents. Gilda opened one and a dark green Zoidling resembling a pollywog with blue wings, no eyes, light green lips and a fin along its back jumped out of the box and onto Gilda's lap.

"Gah! What the heck is that?!" Gilda asked as the creature flew towards me.

"Toady, how'd you get in there little guy?" I asked the little creature nuzzled me, making some sort of croaking noise.

"Maybe somebody misplaced him in there." Pinkie said.

"Ha ha. I bet I know who that was." Gilda said glaring at me.

"You do?" I asked acting innocent.

"What even is that thing?" Twilight asked a bit freaked out by the little creature I call Toady.

"You don't want to know." Erena said shivering a bit.

"Cake time everypony." Pinkie said as a cake was on the table.

"Aww yeah baby!" Ben said.

"Come to mama!" Bella said about to pig out but Sparky grabbed her.

"Not this time Bella!" Sparky said to Bella as she struggled.

"She must really like Cale huh?" Twilight asked Sparky.

"Yeah! This one time during a wedding, she scarfed down the whole entire wedding cake. By herself." Sparky said to Twilight, making her go wide eyed.

"Whoa. She would definitely beat Princess Celestial in a cake eating contest." Twilight said with amazement.

"I'm surprised none of it went to her thighs." Fenika said, only to be hit in the head with a frying pan by Bella. Ow!"

"Damn you!" Bella said angrily.

"Hey, can I blow out the candles?" Spike asked.

"Why don't we let Gilda blow out the candles, Spike? She is the guest of honor after all." Twilight said.

"Yeah, plus we wouldn't want a fire to start." Kevin said getting elbowed by Gwen.

"Exactly!" Gilda said proceeding to blow the candles, but they instantly reignited. She blew again, but they never went out. Everyone began to laugh while Gilda continued to gasp and blow out the candles.

"Pfft! I wish I had a camera." I said snickering a bit.

"Re-lighting birthday candles, I love that prank. What a classic." Spike said laughing.

"Oh god. I remember Bella put those on my cake every single year for my birthday!" Sparky laughed.

"Now, I wonder who could've done that." Pinkie said.

"Yeah, I wonder." Gilda glared at Pinkie and me.

"It's a mystery." I said with a shrug.

"Mmm, who cares. This cake is amazing."

"Spike." Twilight glared at Spike.

"What? It's great, try some." Spike said.

"Hey G, you're not upset about some silly candles, are you?" Rainbow asked.

"No way, Dash. Like I said, I'm down with a good prank." Gilda said trying her best to remain calm.

"Come on then, let's have some cake." Rainbow said as Gilda looked at me and Pinkie.

"Hey, I'm watching you two. Like a hawk." Gilda said.

"Why? Can't you watch me like a griffon?" Pinkie said.

"Hey y'all, it's pin the tail on the pony. Let's play." Applejack said.

"Oh, my favorite game. Can I go first? Can I have the purple tail?" Rarity said.

"Well, I am the guest of honor, and I'll have the purple tail." Gilda said.

"Yeah, Gilda should definitely go first. Let's get you blindfolded." Pinkie said putting holding a white rag.

"Hey what- ugh- what are you doing? Rrrah." Gilda said as she was blindfolded.

"Now we're spinning you around and around and then you can pin the tail on the pony. Now just walk straight ahead and pin the tail." I said sprouting four tentacles on from my back to spin her really fast until she was good and dizzy.

"Now just walk straight ahead and pin the tail. Hmph, yeah, right. This is another prank, isn't it? I'm going this way." Gilda said.

"Wait. The poster is this—" Pinkie said as Gilda went backwards towards the door, and slipping on a banana before we could stop her, putting the tail on her beak.

"Uh, Gilda? You pinned the tail on the wrong end." I said as everyone laughed, but Gilda finally had enough.

"This is your idea of a good time? I've never met a lamer bunch of dweebs in all my life. And Pinkie Pie, you! You are queen lame-o with your weak little party pranks. And you Dustin, you are by far the biggest freak of all! Did you two really think you could make me lose my cool? Well, Dash and I have ten times as much cool as the rest of you put together. Come on Dash, we're bailing on this pathetic scene. Come on Rainbow Dash. I said, we're leaving." Gilda went to leave but looked to see Dash hadn't move an inch.

"You know Gilda, I was the one who set up all those weak pranks at this party." Rainbow Dash said angrily and a bit hurt.

"What?" Gilda gasped.

"Ooh." Pinkie chuckled.

"Huh? You mean, thaose pranks weren't set by you play Pinkie" I asked Pinkie with confusion as she shook her head.

"Well except for the one with that green thing in one of those presents." Rainbow Dash said.

"That was the only one I did. Good job by the way Toadie." I said giving the little green Zoidling a small piece of cake.

"But sill. So I guess I'm queen lame-o." Rainbow said with a glare.

"Come on, Dash, you're joshing me." Gilda said hoping this was not the case.

"They weren't all meant for you specifically, it was just dumb luck that you set them all off." Rainbow said with her glare never leaving.

"I shoulda known, that dribble cup had Rainbow Dash written all over it." Pinkie said as I smiled, not knowing this sooner.

"No way. It was Pinkie Pie. She set up this party to trip me up, to make a fool of me."

"Me? I threw this party to improve your attitude. I thought a good party might turn that frown upside down.

"And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my old friends would treat my new friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else." Rainbow said with a glare.

Rrgh. Yeah? Well you, you, you are such a, a flip-flop: cool one minute and lame the next. When you decide not to be lame anymore, gimme a call." Gilda was about to leave, but I used a force field to block her enterence, she looked at me and I was angry.

"You know, everyone pardon my language and any kids present cover your ears, but I hoped you would stop being a grade A bitch, change, and enjoy the party, but damn was I wrong!" I said beyond angry as Gilda lost it now.

"You're dead now punk!", she roars, running towards me but I dodged her attack.

"You had it coming. Especially for the fact that you nearly killed Pinkie when you destroyed her contraption!" I yelled, shocking everyone, including Rainbow and the griffon in front of me.

"That's right, Pinkie told me and my group when we saved her, and God you really messed up! If me and my friends weren't there to catch her, we wouldn't be throwing a party, we would be mourning at a god forsaken funeral!", I screamed, everyone being even more shocked.

"Dude! That's messed up!" Basra said wide eyed.

"All Pinkie wanted to do was hang out with you girls, and you threw her kindness right back in her face! So me and Pinkie this party to improve your attitude, turn your frown upside down, not make a fool of you!", I yelled still angry.

"And here I thought would be good friends. But you are nothing but a foul beast who should be alone." Kibbles said as Gilda looked at her.

"Stay out of this you flea bitten Pudge!" Gilda said, Kibbles was hurt by this and started to sniffle and tear up. I on the other hand was now pissed at what I must saw.

"OH THAT'S IT YOU DAMN BUZZARD BITCH! YOU CROSSED THE LINE!", I snapped my fingered as me and and a barrier surrounded me and .

"YOU CAN INSULT ME ALL YOU WANT! BUT WHEN YOU MAKE MY GIRL CRY, THAT'S WHEN I GET REAALY PISSED OFF!" I shouted as on the Ultimatrix faceplate there was the symbol of a clenched fist instead of the standard green hourglass shape, a red aura appeared around me, my eyes were green with slit pupils, a deep red tail with spikes grew from my tail, a pair of grey curved horn appeared on my head, my teeth became sharper and a pair of grey demonic wings with red claw like protrusions appeared behind my back. One look at me and Gilda was really scared out of her wits.

"W-what the?!" Gilda asks out of fright.

"Oh no! We need to get in there now!" Sparky said.

"What's wrong with him?" Pinkie asked in pure terror and worry!

"No time to explain! Bro, Bella, I'll need your help!" Sparky said to Fenika and Bella.

"Right!" Bella said as she, Sparking and Fenika teleported into the barrier.

"Now mortal! You face the wrath of Ira!" I said in a deep, booming voice and flew towards Gilda, but Sparky, Fenika and Bella held me back, despite my struggling.

"RELEASE ME YOU VILE WHELPS!" I shouted as Bella pressed onto the Ultimatrix faceplate, her hand glowing purple.

"NOOO!" I shouted as the horns, tail, wing and aura disappeared and my eyes went to normal as I was brought back to my senses. My head hurt like hell, and I looked to see Gilda shivering and in tears. And its not just Gilda, I look and see everypony is afraid of me.

"Oh god no! Ira took over again didn't he?" I asked Bella, Fenika and Sparky as they nodded, confirming my fears.

"Oh god! Why me!" I started to tear up myself as I dissipated the barrier. Gilda sees me and notices me crying.

"Dammit! I let Ira get the best of me again! Gilda, I'm sorry about that!" I said sobbing hysterically.

"Dustin!" Fluttershy came to me and embraced me. The came Applejack, Rarity, Twilight, surely everyone else came in and hugged me.

"It's okay son." Dad said to me.

"There there sweetie." Mom said comforting me.

"Were here onii-chan." Erena said in tears.

"Please don't cry onii-chan." Emille said with tears.

Gilda then approached me with a sad look.

"Hey dude, umm…I'm sorry." Gilda said, joining the hug, shocking everyone here. Once I calmed down, Gilda looked at Kibbles. "And sorry for calling you a flea bitten Pudge." Gilda looked away ashamed.

"I'll admit, you really hurt my feelings, but I'm not one to hold a grudge." Kibbles said

"What in tarnation happened?" Applejack asked with curiosity and concern.

"Yeah! And who is Ira?" Rarity asked.

"Allow me. Stopza!" Bella said, using a kingdom hears spell for freezing time.

"Once everything is cleared up, I'll wipe out any memory of the whole fight once the spell wears off." Bella said as we nodded.

"Now before we begin, have you guys ever heard of a multiversal demon named Hellniko?" I asked the girls present, and they all shuddered.

"Yeah, Celestia always told me stories about Hellniko. Why do you ask?" Twilight asked as Sparky created a projection of Hellniko.

"Well you see, during his reign, he created seven powerful demons that serve as his finest warriors. Each of these seven demons represent one of seven deadly sins, hence the name the Sinful Seven." Sparky said.

"Seven deadly sins?" Rainbow asked with a raised eyebrow.

"The seven sins, or also known as the seven vices, are seven evils that exists in every being." Sparky said as seven orbs of different colors appeared in front of the Hellniko projection, each had a symbol on it. The first orb was magenta with a kiss mark, the second orb was orange with a knife and fork, the third orb was yellow with a money bag, the fourth was light blue with three Zs, the fifth orb was colored orange with a clenched fist, the fifth was green with an jealous emoticon, and the seventh orb was purple with a crown.

"These sims include Lust, Gluttony, Greed, Sloth, Wrath, Envy and Pride. And that's the order from weakest to strongest of the sinful seven. The reason is that it is believed that lust is the easiest sin to atone for while pride is the hardest." Sparky said projection of what appears to be a devilish version or Rouge the Bat appeared in front of Sparky.

She had maroon fur and black skin and eye-shadow, her sclera are yellow while her irises were red, she had a pair of horns on her head, a devil tail, wings that were red on one side and black on one side and black on the other, she wore a red leotard, purple stockings, had dark red gloves a skull symbol with black endings with spikes on it and matching boots metallic soles and a skull on the toe of each boot.

"This is Luxuria, the embodiment of lust and the only female of the group. She's the weakest of the seven, but she is quite a fem fatale." Sparky said as everyone got a good look at her.

"Oh what dreadful choice of clothes. Way too risqué." Rarity said.

"Tell me about it." Gwen, Kibbles and Julie said.

"Yeah, I need to convince her to do a change of clothes." I said flushing red.

"And Lust is her specialty. One look at her can turn even the most strong willed person into a lust driven animal, regardless of age, gender or even species." Bella said.

"EEW! Seriously?" Pinkie said with disgust.

"Yeah. And trust me, she is a wild animal when it comes to lust." Fenika said with a shudder. "I'd rather not go into too much detail. All I can say is any world she goes to becomes her own personal brothel." Fenika said as everyone present had a look of disgust.

"She makes even the Zoid look like a symbol of chastity." Ovi said with a shake.

"Yeesh!" Erena and Emille shivered.

"The Zoid? What's that?" Twilight asked.

"Well tell you later dear." Mom said to Twilight.

"Secondly is Gula, the embodiment of gluttony." The image of a large insect-like monster with a light blue exoskeleton was present. Most of his body had multiple red eyes and mouths armed with razor sharp teeth. He had a pair or wings they looked like a cross from a demon and an insect. The antennae on his head resembled demonic horns. He stood on six legs and had four arms. One pair of arms were more human-like with four fingers, the fourth finger resembled that of the from legs on a mantis. The second pair of arms however resembled more like two demonic works or centipedes. Overall he had a terrifying image.

"EEP!" Fluttershy squealed hiding behind me.

"By Celestia's giant flank!" Twilight said in fright.

"That's a new world record in butt ugly!" Rainbow Dash said wide eyed.

"Oh trust me, he's just as monstrous as his appetite. He can devour an entire world worth of food and still not get satisfied. And I'm not even exaggerating he's done it before to twelve different worlds." Bella said with a shiver.

"You're kiddin'!" Applejack said wide eyes.

"Sadly no. Thirdly is Avaritia, the embodiment of Greed." Sparky said as a projection of what resembled the Underfell version of WD Faster from Undertale.

"Ooh, creepy!" Pinkie shivered.

"As the embodiment of greed, he has a fortune far beyond your imagining. In fact many people have given up everything they owned just to find this treasury of his, but sadly they never did and suffered from poverty." Basara said.

"Wait! Everything they owned?" Rarity asked with wide eyes.

"Oh quite everything. Their house, money, everything they owned just to find his hidden fortune, only to end up without a penny to their name in the end. This fate was bestowed upon some of my dearest friends." Bella said with sorrow.

"Oh. I'm really sorry Bella." Fluttershy said to Bella.

"Now we head to the middle tier of the seven, Acedia. He's the embodiment of sloth." Sparky said as two projections were shown. One appeared to be a three toed sloth with wings and sabre like incisors on Sparky's left. The one to Sparly's right however resembled a Megatherium, or a giant ground sloth, with horns on its head.

"Why are there two?" Gilda asked.

"Acedia has two different forms. One is his Slumbering form, which is the winged sloth. In this form he's not most active, but anyone who goes near him will feel exhausted and tired, as if all the energy was drained out of them. But the second one is his Awakened form, and once Acedia reaches this stage, all hell breaks loose." Sparky said with a slight shudder.

"How bad is it?" Fluttershy asked.

"Quite severe. Once Acedia reaches his Awakened form, he won't stop his rampage until he's tired. And he doesn't get tired so easily." Basara said.

"Now we come to the bronze medalist of the seven, Ira. He's the embodiment of wrath and the one that Gilda here witnessed earlier." Sparky said as a projection of a dragon was shown. His skin was deep red in color with some green lines then and there, his eyes were green with slanted pupils, he had grey curved on his head, spikes were trailing along his back to his tail, he had massive grey wings with five red claw like protrusions on the top of each wing, and he wore armor that had black shoulder guards, a grey and orange chest plate, leggings with gold, gray and orange colors capped with grey shin guards and a black jumpsuit underneath the armor.

"MY WORD!" Rarity shouted in fear.

"Yikes!" Spike shouted in fear hiding behind Twilight.

"As the embodiment of wrath, he's really not somebody you want to piss off! Pardon my French by the way." Fenika said glancing at Moonlight Serenade, who thankfully was napping since before the whole fight.

"He must have some anger issues." Applejack said.

"Ohohoh trust me, when he gets angry, there's no easy way to calm him down. It could even take millennia to calm him down from a tantrum." Fenika said.

"And to think that flying salamander nearly killed me!" Gilda shivered in fear like she never felt before.

"Yeah. You're lucky that we managed to stop Ira before he could do some real damage." Sparky said as Gilda nodded.

"Next we have the Sinful Seven's second-in-command. Invidia, the embodiment of envy." Sparky said as a projection of a whale with a horn on its snout making it look like a narwhal and an areas of artillery blasters on its back, which is basically Fortress Whale from Yu-Gi-Oh.

"Oh! My! Celestia!" Twilight said with wide eyes. Fluttershy shivered at the image of him.

"He's the biggest out of the bunch, so big that I had to minimize this projection. He's a whale of a monster, no pun intended." Sparky said.

"How big is he exactly?" Rainbow asked.

"Big enough to swallow an entire battalion of ships in one go." Fenika said as everyone present were scared.

"N-no way! There no way something that big could exist." Gilda said.

"H-he ain't lyin' sugarcube." Applejack said with fear in her tone.

"But the previous six are nothing compared to the big boss of the seven. And that is Superbia, the embodiment of pride." Sparky said as the image of what resembled Lucemon from digimon, but with black hair and wings.

"Wait, that's Superbia? He doesn't seem so tough!" Rainbow said with a raised brow.

"Looks can deceive Rainbow. Superbia may not look much, but one wave of his hand is all it takes to wipe out an entire continent from the face of the earth." Basara said causing everyone to get even more scared now.

"H-he's t-t-that powerful?" Twilight asked shaking like a leaf at this point.

"To think such fowl creatures like those "Sinful Seven" would even exist!" Rarity said in pure terror.

"Oh yeah. And as for how they got imprisoned in to the Ultimatrix and Omnitrix, The enforcers, which is the same group that defeated imprisoned Hellniko, managed to defeat the Sinful Seven and locked them inside the Omnitrix and Ultimatrix." Sparky said.

"And believe it or not, Princess Lauren Faust was one of the enforcers." Bella said, shocking the size the mane six, Spike and Gilda.

"Princess Lauren Faust? The mother of Princess Celestia and Princess Luna?" Twilight asked.

"And not just her, my parents here were also apart of the enforcers too." I said motioning to mom and dad, further shocking the girls and little dragon.

"For real?" Rainbow asked mom and Dad.

"Yeah. Imagine our surprise when we learned that." Erena said as Emille nodded.

"Wait! If the sinful seven are contained in the Ultimatrix and Omnitrix, then how did Ira managed to take over Dustin earlier?" Twilight asked as I chose to answer

"Well, whenever I get enraged to a point where I flip my lid, that's when they began to take control. But they can be beckoned to help me and my friends in fights, though it's not quite so easy. So far I have Luxuria and Gula on our side." I said as the girls looked at me with wide eyes.

"You mean you can communicate with them? That's impossible! You said their nothing but strands of DNA right?" Twilight asked me.

"Well yeah. But you see, about five years ago, I used Upgrade to override both our watches. So much so that both our minds have the personalities of all the Omnitrix/Utimatrix aliens inside of them, helping me and Ben out along the way. Sounds crazy I know, but its true." I said making all them wide eyed.

"And me and Dustin didn't realize that until later." Ben said with a shrug.

"Though I'll admit Gilda. As happy as I am the Ira didn't kill you, I'm still pretty mad at you for what you've done today." Rainbow said as Gilda looked away ashamed.

"I know dash. You must hate me after what I did to you and to your friends and I understand you don't want to see me again after today. But I'm hoping that we can be friends again." her eyes were starting to brim with tears as she said it.

Pinkie pie couldn't stay mad at Gilda and only frown as she saw her crying. She never liked seeing ponies or griffons cry and to see somebody cry hurts inside her. Fluttershy just like Pinkie Pie never like seeing somepony cry, same goes for me. Even though Applejack doesn't know much about her she was still mad at what she did earlier but after today she thinks it's best to turn to tables on this. She can tell that she was telling the truth, she was the element of honesty and she can tell whether a pony is lying or not.

"I suppose you had a rough past, which could explain your behavior." Nega Dustin said surprising Gilda.

"How'd you know?" Gilda asked.

"I have psychic powers. During the whole ordeal, I couldn't help but peek into your memories to shed some light about your origins." Nega Dustin said as Gilda was surprised but nodded, confirming his suspicions. Gilda told us all her story. We all start to cry after the harsh life Gilda encountered. To our surprise she was scared that Pinkie, me or anyone else would take Rainbow away from her and that she'll forget all about her. That was the reason why she said all that horrible stuff about her and the other ponies.

Neither one of us couldn't believe it. After all this time of being a tough girl was because her species were always so aggressive and so abusive towards their own that they need to toughen them up. No wonder why barely any griffons come to Ponyville, it's not because of the food issue but more on the way of life style that separates them from others. I was sickened to my stomach about everything this poor girl went through. After finishing her story Gilda was almost on the verge of tears before Ben hugged her.

"I'm so very sorry you had to go through that, especially at such a young age. But your not alone. You have us, and I'm more than willing to be a friend of yours." Ben said as Gilda hugged him back.

"Oh you poor thing." Mom said with sorrow.

"Harsh dude." Basara said as Kevin nodded.

"That must've been really hard for you to endure." Gwen said as Ben approached her and hugged her.

We all now understand on why Gilda acted like a jerk and we all would give her another chance since she deserve it saying sorry. And sure enough Gilda was caught off guard as she felt everyone else was hugging.

After hugging for a few minutes we separate and Rainbow raises her hand offering her a handshake. Gilda looks at and then at Rainbow who surprisingly was smiling at her. She then smiles and grabs her hand which rainbow brings her in to a deep embracement.

"Apology accepted. Feather brain." Rainbow said as Gilda and Rainbow both laughed. Soon we all join in on the laughter.

"Alright Bella, lower the spell." Sparky said as she time spell wore off and everyone memory about the whole fight scene was erased.

"Alright, let's jam." Bella said as she pulled out a boom box playing Take it off by Ke$ha as the party now continued. Twilight then looks to Pinkie.

"Hey Pinkie. Sorry I accused you of misjudging Gilda. Looks like I'm the one who misjudged you." Twilight said as Pinkie smiled.

"It's okay Twilight, even you can't be a super smart smarty smart-pants all the time." Pinkie said as we all had a good time.

* * *

 **Finally, another chapter for this story done. Invade you didn't know, the Sinful Seven are basically my versions of the cursed beasts from Ultra a dynamo odds Kyle 10 series, personality wise. And I decided to add a scene where Rainbow Dash forgives Gilda in the end.**

 **Well I hope you guys enjoyed this chapter and I'll see guys on the next one.**


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